Cataclysm
by aFineMess5
Summary: One year later, CC realizes that seeing him again may prove to be a cataclysm, in the most beautiful sense of the word. N/CC, as always. Please read and review-it will encourage me to finish this.
1. Prologue

Disclaimer: I don't own the characters, much as I'd like to.

[A/N: I'm back! Niles and CC couldn't keep me away from them. A few notes: I'm refraining from offering a lot of summary since I don't necessarily want to give anything away. I wrote this without having any sort idea when it would take place in the series. This story likely dictates that the fifth and sixth season didn't quite happen as it did in the series. Most of my stories are set in the 4th season because CC looked so gorgeous and their relationship took so many steps forward.]

Cataclysm

**Prologue**

CC Babcock pushed through the frosted glass door and her pumps met the plush carpeting of her office. Two of the plate-glass walls afforded her an incredible view of the city, which, from this height, looked immaculate. The jagged landscape of skyscrapers and apartment buildings cut into the pristine blue sky where not a cloud could be found. The Hudson River sparkled in the distance and though there were cars and taxis littering the roadways, CC couldn't hear a sound of it.

As usual, the blonde found herself much too occupied to stop and admire the view, as she plopped a heavy stack of scripts on her glass-and-steel desk and propped her cell phone up against her ear with her shoulder.

"I'm telling you, Maxwell, we need to decide on a script soon," she said, her cool tone an ironic contrast to the slight panic she felt rising in her throat.

"Now, CC, we'll figure it out," her business partner replied in a maddeningly calm voice.

CC closed her eyes and tried to calm down; it did not help, as it never did. "If we want to be anywhere near the running for next year's Tony's, we _need_ to select a script."

"And we will. I leafed through them and sent my favorites onto you. Let me know your thoughts and we'll go from there," Maxwell replied reasonably.

CC sighed, looking down at the scripts and seeing the rest of her afternoon and evening fly out of the window. "All right. I'll get back to you tomorrow with my choice." Without waiting for him to respond, CC relaxed her shoulder and caught her phone in her left hand. She pressed the 'end' button and set her phone on her desk.

She slid onto her mesh-backed desk chair and pulled open a desk drawer on her left, retrieving her black-framed glasses and pushing them on. Closing the drawer with a gratifying _clang_, CC plucked the first script off of the top and began reading.

As the head accountant, costume and set designer, and other employees of Sheffield-Babcock Productions left, the Babcock half of the company turned her back on the increasingly dark sky and read through every script Maxwell had forwarded on. With a snort of disgust, CC pushed three-quarters of the pile off of her desk and listened as they thudded on the carpeted floor. She sat deliberating over the final three, using her seasoned producer's eye to transform ink on white pages into a full-fledged Broadway production.

Just as CC pushed the middle script off of her desk, a timid knock sounded, barely heard over the renewed thump on the ground.

"Come in," CC called out, not bothering to glance over at her door.

"Good evening, Miss Babcock," the administrative assistant, Andrew? Alex? Arthur?, said awkwardly. He'd never felt particularly welcomed, something not helped by CC laughing squarely in his face when Maxwell had introduced her to him ten months ago. The words "cute, but I don't need my own paperboy" rang through his head.

"Hello, hello," CC muttered, staring intently at the scripts as though one would begin glowing and flashing the words "Best Original Production" above it.

"Mr. Sheffield phoned and requested that I order you dinner, which arrived a minute ago," he said, gesturing to the hallway outside of her office.

"Thank you," CC said absentmindedly.

"Would you like me to get these out of your way?" he asked, stepping carefully toward the pile of shattered dreams in front of the producer's desk.

"Sure," she replied with a sigh, leaning back and watching as he piled them into his arms. She felt a remark floating in her throat, something about a pack mule, perhaps, but she knew it wouldn't be well received by the well-intentioned boy.

"I'll bring in your dinner," he said behind a tower of scripts as he maneuvered his way out of the chic, minimalist office.

CC returned to perusing the pile. She was torn between what looked like a bright, enjoyable musical and a darkly funny tragedy. Knowing that the musical would likely garner more popular press, CC had a feeling that Maxwell would have chosen it. With that thought in mind, the blonde pulled out a pen she hadn't remembered storing behind her ear and used it to sweep the script off of her desk with a flourish.

As the assistant came back in the room with a bag of CC's favorites from the nearby Thai restaurant, CC flipped open the manuscript she'd chosen and began reading it again. Her dinner disappeared, almost unnoticed by CC, as she reread the play. There was something utterly captivating in it, a haunting sadness that echoed throughout like a long, solitary musical note. Something stirred in her as she read it, something vaguely familiar in the isolation and loneliness, the snappy humor and lost chances. Though the protagonist was male, CC felt that the play was about her in some way.

Despite the popularity and prevalence of the happy-go-lucky productions of late, CC thought that the audience would respond to the themes in the play and ultimately root for the tragic hero, who both fought against and caused his own fall from grace. She could picture the day-t0-day interactions taking place on a stark stage with a bright spotlight, highlighting the man's alienation while juxtaposing the solution to his problems.

It was with uncharacteristic exuberance that CC snatched up her cell phone and dialed Maxwell's number, drumming her fingers impatiently on her desk.

"Evening, CC," Maxwell greeted.

"I've chosen the play," CC said without any pleasantries.

She could hear the grin in her business partner's voice in response to her excited haste. "Excellent. Which one?"

"It's…" CC flipped the play shut and glanced at the front page, frowning slightly. It wasn't unusual for her to ignore play titles; she felt it gave her immediate bias depending on whether she liked its name. "That's strange. It just says 'Untitled'."

Maxwell paused and cleared his throat. CC imagined she could hear him adjusting his glasses. "Ah, well. That one. That _is_ the title. The playwright felt it reflected the themes in his manuscript."

CC thought for a moment and realized how true it was: the ubiquitous _Untitled_ perfectly fit the universal nature and yet also mocked how unspectacular the protagonist appeared. "Interesting. I can see it on a playbill. It would probably look striking."

"I can see that."

"I think we should contact the playwright immediately and buy the option from him," CC began in her businesslike tone. "I don't want to lose out on this, and I really think this will be the one."

Maxwell paused again, longer this time. CC finally took notice of his apparent reluctance and frowned once more.

"What is it, Maxwell?"

"It's just that…the playwright is…" Maxwell faltered.

"He's not going to be difficult, is he?" CC asked, imagining the relentlessly obnoxious playwrights she'd dealt with in the past.

Strangely, Maxwell chuckled, though he quelled it almost instantly. "I daresay you'll find him so. CC, I have to tell you…Niles wrote that play."

* * *

[A/N: I know this was short, but I've got several chapters written and will update depending on the reviews. You find out much, much more next chapter...]


	2. Chapter One

[A/N: Reviews feed my soul and creativity! Many thanks to the reviewers I wasn't able to reply to. I hope you enjoy this plot-thickening chapter...]

**Chapter One**

CC finally spun around in her desk chair and looked out at the Manhattan skyline at night. Squinting her eyes, she made the various lights in offices and apartments turned into tiny glowing points. She amused herself by thinking they were spelling out various warnings to her.

"Is that a joke?" she asked guardedly.

"I'm not one to joke about this," Max replied seriously, and CC had to grant him that. He'd never once chided her for what had developed and ultimately fizzled between them.

"Is this…why did you give this to me?"

"Because it's a fine play, CC. I'm pleased to know you think so, too," Maxwell responded.

"And you didn't think to tell me _he_ wrote it?"

"Would you have even read the play if I had?" Max shot back, not unkindly.

_You know nothing about me_, CC thought furiously. While she might have put on a show of dismissing the script as rubbish, CC's curiosity would eventually have bested her and she would have read it.

"So what was your best case scenario, here?" CC asked, the fight leaving her as soon as it came.

"I wanted your unbiased opinion about the best play to produce. You think his play is it. The one."

CC cringed at her choice of words. "So now I have to work with him."

"Not too terribly much," Maxwell replied crisply. "In any case, CC, you're a professional businesswoman."

CC didn't need him to say any more to feel both chastised and annoyed. It was unwise to expect Maxwell to be anything close to resembling considerate concerning matters of the heart, and yet CC couldn't help but wish she worked with a more understanding person. Though she had to admit, she would love to see Fran's reaction to Maxwell's decision.

Yet CC had to confess, to herself at least, that Maxwell's air-headedness had come in particularly handy when the entire thing had imploded and Max hadn't asked any questions. Not even when he'd resigned. CC had never imagined that he would have gone on to write plays and she found it hard to believe that was his only source of income, but she refrained from asking any questions.

"CC? Are you there?" Maxwell asked.

"Yes, I am."

"Should we have the legal department start drafting contracts with Niles?"

"Maxwell, the 'legal department' is Ted and a filing cabinet."

"I know, but I love saying 'department'," Maxwell responded happily. "Makes us sound impressive, like Lloyd Weber." He cleared his throat. "Anyhow, is it a deal?"

CC considered seeing him again and her stomach dropped strangely, in the way that a roller coaster ride caused a terrifying and exhilarating feeling in one fell swoop.

"CC?"

"Yes. I'll talk to Ted."

* * *

Niles sat at the bar in his restaurant and looked at a small piece of paper where he'd scrawled the tentative list of that week's specials. The restaurant had closed over an hour ago and cleared out quickly after that; only he and his head chef remained. Niles hadn't anticipated starting a small restaurant after he'd dipped into his savings and enrolled in a six-week pastry course at one of the culinary schools in the city, but he'd hit it off surprisingly well with 25-year-old Nathan, who had big dreams and an infectious enthusiasm, like so many just starting their lot in life.

Moreover, Niles hadn't expected it to actually be successful. He wasn't making enough money to call it a complete profit, and he was still dipping into his savings to make rent. But the restaurant already had a solid customer base, and referrals were helping immensely. Niles also suspected that Fran had conned her relatives into making the trek from Queens to Manhattan, but their impressive dessert menu certainly helped.

"Great ideas for this week, pops?" Nathan asked, walking around the bar and sitting on a barstool next to Niles.

"Yes, I have high hopes for the pot pie and meatloaf to go with the early bird specials," Niles quipped. The light back-and-forth between them regarding Niles' age and Nathan's youth partially fulfilled Niles' daily sarcasm quota, but he still felt a void. Regardless, Niles had a fondness for the boy not unlike a father's for a son, and given his history, Niles felt it was as close as he'd ever get.

Nathan laughed and slid his cell phone out of his back pocket, reading through his recent text messages.

"How's your girlfriend?" Niles asked concernedly, not least because Nathan's distraction had nearly caused him to ruin the entrees of two regulars that very evening.

Nathan shook his head and tossed his phone onto the bar, ignoring the clattering it made as it hit the polished wood. "I don't know, man. She's crazy."

"Some people like that sort of thing," Niles muttered darkly, looking back to his list without seeing it.

"Not me," Nathan declared strongly. "Anyway, I'm heading out. See you tomorrow at 3."

"Have a good night, kid," Niles said as Nathan clapped him on the back before walking toward the front door. As Niles heard Nathan lock the front door after him, his own cell phone began buzzing on his pocket. He pulled it out and flipped it open, surprised to see Maxwell calling so late.

"Hello?"

"Niles, old man, great news," Max said.

"What's that?" Niles asked, expecting to hear about Grace's honor roll status or Maggie's college acceptance.

"CC's in! We're going to produce your play."

* * *

For a full two minutes after they'd hung up, Niles stared at the bottles of liquor shimmering in the low light from the restaurant with his jaw dropped, his mouth a comical O.

Babcock had read his play? Babcock had _liked_ his play? Niles wondered if she'd noticed the similarities but dismissed these thoughts at once: firstly because he oughtn't to wonder about her and secondly because she was a fiercely intelligent woman, perceptive when it came to theater (and little else but business, sadly).

Following his resignation from the Sheffields, Niles had begun renting a loft apartment and enrolled in culinary school. Despite his former interest in law, Niles knew he was too old to attend law school and the thought didn't appeal to him in the least. His real pleasure in life had been helping raise the Sheffield family (among other things but Niles was _not_ thinking about those things, no, he wasn't), and he'd always enjoyed cooking. Thus his foray into the culinary arts began and soon after, he and Nathan had begun planning for their own restaurant.

Aside from this, however, Niles had found his new existence woefully lonely. He'd always been somewhat lonely working for the Sheffields, but it was easier to ignore when surrounded by people 24/7. This was not so when he lived on his own, and so he'd returned to another former passion of his: writing.

The words had come surprisingly easy and it wasn't until Fran had surprised him with a visit that he'd ever considered submitting the play to his former boss. The former nanny turned producer's wife had read a few pages before declaring it the best thing _evah_ and insisting that Niles show it to Max. In a surprisingly astute moment, Fran mused that Max would probably take Niles more seriously now that he wasn't his butler and evidently, she'd been correct.

Leaning his elbows on the polished bar, Niles rubbed his hands over his face. _Babcock_. For someone who thought about the woman often enough, Niles hadn't actually considered that she'd read his play or acquiesce to produce it. He slowly shook his head as thoughts of the woman flooded his brain, as though the movement would dislodge her from his memories. A strange feeling—something like dread mingled with fear—slunk into his stomach and took firm root there.

He was going to see her again. And he wasn't at all sure how he felt about it.

* * *

The sun had just crested the horizon as CC entered the workout room in her penthouse, clad in sleek black pants and a sleeveless shirt, her blonde ponytail bouncing off the back of her head. Chester followed eagerly at her heels, ignored by the blonde on a mission. She turned on her stereo, cranking it up to an unfathomable level given the hour, and hopped onto her treadmill. Never one to ease into anything, CC set it to a high speed and began running.

Running was a habit she'd formed an on-again, off-again relationship with throughout the years, though it had remained her mainstay whenever she needed to clear her mind. Following the implosion of her relationship with Niles and the upheaval her life had taken from there, CC had turned back to running when others had expected her to turn to alcohol, her other preferred vice. She had wanted to rid him from her thoughts, though, and alcohol had never helped her do that before. Running didn't either, but CC figured she might as well maintain a decent figure lest she die alone like a dog.

CC was still livid that Maxwell had dropped Niles' script in her lap without any mention of the author, and she was even angrier that she'd had a dilemma from then on: pass on a wonderful script just because of its writer or earn the Tony nomination the script was sure to garner and risk seeing him again? As usual, CC had chosen her career, but she had to admit that the choice had never before given her such doubt.

While Niles battled with his dread unbeknownst to CC, she was starting to deal with some of her own. Not only was she dreading seeing him again and realizing what it meant for her battered and entirely unhealed heart, she was also fearing how she would need to treat him. Tradition dictated the usual insults and scathing comments, but Niles was not the butler anymore: he was the playwright, and if he felt he was being treated unfairly, he could yank the play out from under Sheffield-Babcock Productions and CC had no doubt that Niles would do that, just to stick it to her.

As Chester hastily exited the gym room, CC's steps became heavier and she began panting through the stitch in her side. _Niles_. How long had it been? A year? 12 months later, and his name still evoked the same feelings in her. She didn't know what it was she lacked that caused her to be unable to face an inevitable meeting with him: maturity? Security? Happiness? Whatever it was, CC wished she had it because she knew that she would have to meet with Niles before long.

She tried to focus on the business side of things: how much they'd offer to purchase his script, how many potential rewrites it would have to undergo, which actors and actresses on file could fill the leading roles, etc. For once, however, CC's brain refused to do her bidding and continued sliding back to memories she thought she'd banished from her mind.

_Why are you being like this? _

_Why are you surprised I'm like this?_

_I can't do this anymore. _

_That doesn't surprise me._

_I love you._

_I don't believe you._

She reduced the speed on the treadmill to a slow gait and rubbed her face, pulling her hands back in surprise as she realized there were tears there.


	3. Chapter Two

[A/N: As always, many thanks to my reviewers. I apologize for the delay in posting, but there were football games all week and...well, I just love football. This is actually one of my longer stories so buckle up, reviewers, and I hope you enjoy. And I know more people are reading this than reviewing it...so please, tell me what you think!]

**Chapter Two**

One week later, Niles sat in a long conference room, tapping his feet on the plush carpeting and glancing out the plate-glass windows at the beautiful view. He was more nervous than he'd anticipated and tried valiantly though fruitlessly to calm his racing heart. There was something downright cruel in waiting all by himself in the conference room at the offices of Sheffield-Babcock Productions, perking up in his chair whenever a rippled shadow walked across the frosted glass and cowering in fear whenever he heard a woman's voice, imagining it to be hers.

Feeling slightly lame, Niles had introduced himself to the receptionist behind the high black desk. The woman had smiled warmly and led him to the conference room, promising that they would be with him in a moment. She hadn't been any more specific than that, leading Niles to wonder who "they" were: Maxwell? CC? A firing squad?

He'd pulled out all the stops for this meeting: his finest charcoal gray suit, a crisp white Oxford, silky blue tie. He was glad now that he had, for the offices of Sheffield-Babcock Productions were small but highly sophisticated. The entire place reeked of CC Babcock and all of her elegant, intimidating simplicity and none of Maxwell's overstated sumptuousness. It was all hard lines and modern edge, and this did not help Niles' anxiety at all.

Though he'd never asked, he knew that CC was behind the location change. He could imagine her imploring Maxwell to purchase new premises, that she could not work in that house, that there were too many distractions. It was funny, Niles mused, that the one most distracting thing (himself) was gone and CC still felt the need to run from it. For once, however, Niles couldn't blame her; Maxwell's whirlwind marriage to the nanny had taken the entire house by storm and it would have caused the company to suffer. From what Niles could tell from random newspaper headlines, Sheffield-Babcock Productions was more successful than ever and he couldn't help but feel a stab of pride, for he knew it was entirely her doing.

The conference room door swooped open and Niles gulped and stood, ready to greet whoever walked in. Maxwell walked in with a wide grin, flanked by a middle-aged man carrying a familiar stack of contracts and the receptionist carrying a stenographer's pad. He extended his hand, which Niles shook. He wondered where the blonde was, though Maxwell answered this question almost immediately.

"Wonderful to see you, old man!" Maxwell said heartily, sitting across from Niles at the long table. The man with the contracts sat next to him while the receptionist took a seat in the corner. "I know CC usually handles this sort of thing but she's down at the theater, working out a problem only her…ah…_charm_ could handle. This is Ted, our legal head, and I believe you've already met our receptionist."

Niles smiled and extended a hand to Ted. He couldn't help but feel his nerves melt away, knowing the Ice Queen wouldn't be there to set him on fire. He wondered, though, whether there truly was a problem or she wanted to avoid seeing him.

The former butler could spare no more time for introspection, however, as Ted launched into a complicated explanation of Niles' contract as well as the lump sum Sheffield-Babcock Productions was offering him for his script as well as his services as overseer for any rewrites. Niles saw nothing but new amenities for the restaurant as he realized how much money he would be earning off of this, though surely nothing could be as sweet as showing her how much he was truly worth.

* * *

The elevator dinged and the doors slid open smoothly, affording CC with a view of the receptionist's desk, behind which there hung an ornate silver lettering of her and Maxwell's last names. She felt a little thrill of excitement whenever she entered the reception area of their new offices. Though they'd been there for nearly a year, it still felt as fresh and exciting as their first walk-through.

She gave a short wave to the receptionist and turned right, walking down the short hallway to Maxwell's office in the opposite corner of hers. The door stood open, as it always was, and CC walked in authoritatively.

"How did everything go?" she asked, crossing her arms over her chest.

"It went fine," Maxwell said, looking up from his computer screen. "He signed. I forwarded some copies to your desk so you could see the terms."

"Good," CC said. She stood in front of his desk and he looked up, confused.

"Anything else I can help you with?"

"No."

"You're still standing in my office as though you're expecting something," Maxwell said, his brow furrowed.

"Oh. No," CC replied, turning on her heel and exiting his office. She walked down another hallway that led to her office, which she entered and promptly shut the door to.

It shocked her that Maxwell had noticed something she had not: she was, indeed, waiting for something. Had Niles mentioned her? Had he wondered where she was? How did he look? All of those things she used to count on Nanny Fine relaying without her asking were now things she would need to imagine, for Maxwell would never offer that information without CC inquiring first.

She sat behind her desk, ignoring the blinking voicemail light, and began perusing the contract. A sarcastic smirk crossed her face when she saw the amount Niles would be getting for the rights to his script; at least the butler had finally managed to wrangle a buck.

She looked up as someone knocked on her door and raised her eyebrows when the person knocking did not wait for her approval to enter. For one insane moment, she thought Niles was still there, as it was something he would do, but she was brought back down to sanity by the sight of the costume and set designer entering her office. Her brightly colored dress offset the subdued colors of the entire office, creating a dazzling effect on the eye.

"Afternoon, boss," Elizabeth greeted before sitting down unceremoniously on one of the two chairs in front of CC's desk.

"Can I help you?" CC asked.

Elizabeth merely smiled in response, rearranging the thin scarf she had artfully draped around her neck. "I just came in to say hi."

CC flipped to the next page in the contract, thinking about how Elizabeth was one of four people she'd ever met who seemed entirely unconcerned with CC's sharpness; her brother, Sara, and Niles were the others. In fact, there was something Sara-esque in Elizabeth's kind, artsy manner, and it was one of the main reasons why CC got along with her so well despite her relative youth.

"Oh. Hi."

Elizabeth smiled. "Hi. Ok, I lied. There was a hunka-burnin'-playwright in here earlier, so I hung around to find out more about him. It turns out his name is Niles."

"Yes, I know," CC replied, now pivoting her attention to her computer screen as she checked her email.

"Is this the same Niles you dated?"

Yet another thing only Sara had ever been able to do: catch her completely off-guard with a seemingly innocuous question. Elizabeth seemed completely unperturbed and merely looked at CC with polite interest, her gold-flaked earrings catching the sunlight.

"I…he…how did you know?" CC asked, defeated.

Elizabeth made a celebratory gesture and looked at CC with glee. "Well, I heard you mention something to Maxwell a long time ago about a Niles character, and there was a tone in your voice when you said it, so I asked Maxwell about it. Then he shows up today looking studly and you're nowhere to be found in spite of your control freak-ish way of handling script acquisitions so…it made sense."

"Yes, we were together, but we aren't now, and that isn't why we chose to produce his script."

"No, that's not what I was getting at, at all," Elizabeth replied breezily. "I just wondered."

"Look, it didn't…"

"End well?" Elizabeth guessed gently. CC nodded. "I hear that. I've had plenty of those. Maybe this could be a chance for you two to…" Elizabeth let the sentence hang.

"I doubt it. And what does it matter to you?" CC asked, half-suspiciously.

Elizabeth smiled at her kindly, again unruffled by CC's accusatory tone. "When you're painfully alone as I am, you like to get involved in other peoples' business. Takes your mind off of your own miserable life."

CC doubted that someone as sweet and carefree as Elizabeth could have a miserable life, but again CC was reminded somewhat painfully of Sara and her early demise.

"I also wanted to get your approval for these costume sketches," Elizabeth said, switching to business smoothly. CC's shoulders unclenched and she gratefully began to discuss costume changes for their current show.

* * *

The next day, Niles stood behind the bar in his restaurant, checking out the weekly budget. He loathed the early days in the week when the crowds weren't as large (or as inebriated), as it usually caused him to lay awake with numbers swirling through his mind. The signing bonus from his play brought a good amount to the restaurant, though Niles wasn't sure how he wanted to utilize it. It was times like these when he wished she were at home waiting for him, willing to give astute financial advice and achingly soft kisses…

Niles shook his head and pushed the budget aside. This newfound alliance with Sheffield-Babcock Productions brought the thoughts he'd repressed to the forefront of his mind, and it was as though it were one year ago, where every blonde was her and every whiff of expensive perfume meant she was near him. It was terribly gut-wrenching to discover he hadn't made even one step forward in twelve months.

"Niles!" Nathan called out, entering the restaurant boisterously.

"Good to see you, mate," Niles replied, moving his attention to a stack of receipts from the previous night.

"When were you going to tell me?" the young man asked, tossing his light jacket onto a bar stool and sliding onto another.

"Tell you what?" Niles asked, looking up at him, confused.

Nathan reached into his jacket and pulled out what Niles recognized as _Variety_. Nathan cleared his throat in a faux-pretentious manner and began reading aloud, "Yesterday, Sheffield-Babcock Productions acquired the rights to _Untitled_, a play by the virtually unknown Niles—"

"Was I supposed to tell you?" Niles wanted to know.

Nathan's jaw dropped. "Um, _yes_. You're like my adoptive…" Niles gave him a look. "Er…friend. My adoptive friend. We share things."

"I honestly didn't know how it would pan out," Niles explained. "And once I had the meeting lined up, I was…"

"Too nervous?" Nathan guessed with a slightly smug grin on his face. Niles looked at him quizzically and Nathan repeated, "Sheffield-_Babcock_ Productions. Light on the Sheffield, heavy on the Babcock."

Niles wracked his brain but couldn't remember ever discussing CC with Nathan. "What are you talking…"

"Remember the nasally woman who comes in here a lot? With the big hair?" After receiving Niles' nod, Nathan continued, "Well, she brought in a group of people a while ago and when you were busy in the back, I offered them all samples of the mint cookie cheesecake we'd made…"

Niles closed his eyes and shook his head. If anything got Fran gabbing about things better left unsaid, it was a cookie or a cheesecake. Combined…and Fran never stopped.

"Then they started talking about how glad they were that you had something to do, to take your mind off of what had happened. I asked, they had some more cheesecake, and suddenly I learned about the ice queen named CC Babcock who broke your heart and ruined you forever."

Niles found his hand clenched around the receipts and quickly pushed them away, trying to think of something to say. There was no easy way out of this conversation and it was one he didn't want to have. He knew Nathan's genuine interest in his life, so like Fran's, would lead him to suggest that he try to somehow mend things with CC, given that it was still a source of pain in his life.

But Niles was unwilling to have this conversation. He was utterly averse to going back in his mind and wondering where things went wrong with the love of his life. He'd had his chance and though he didn't understand what had transpired from there, he knew that the chance was gone and he was unlikely to get one more.

In his preoccupation with avoiding the conversation, Niles realized that several minutes had passed and Nathan was now looking slightly afraid that he'd touched upon something dark and terrible, like a black hole of someone's worst nightmares.

"Yes. Her production company bought the rights to my play. We should start prepping in the kitchen; the rest of the staff should be here soon," Niles said succinctly, gathering the receipts and walking away to his office. Nathan grabbed the paper and his jacket, following Niles with the air of a chastised puppy with his tail between his legs.


	4. Chapter Three

[A/N: I hope you're all enjoying this as much as I enjoyed writing it. Reviewers, you make this all worthwhile, and anonymous reviewers, you thrill me with your mysteriousness. Please continue. :) ]

**Chapter Three**

Three weeks later, CC had finally managed to push Niles from her thoughts. Sheffield-Babcock Productions' most recent play was nearing the end of its run, and between managing conflicts and overseeing the press, CC's mind was so preoccupied that she had time for little else. As each day wound down, however, CC realized that she was slowly approaching the day she'd see him, as it was something she'd be unable to put off forever.

The calendar had just crossed into September, and what little trees CC managed to see had begun changing colors. The street that housed her offices, however, were lined with cars and not trees, and nothing distracted CC from the strange feeling in her stomach as she pushed into the office building and walked over to the small group of people waiting for the elevator.

"Well, well," a horribly, awfully, terrifyingly familiar voice drawled. CC's head snapped up and her eyes met his. "I knew it was you."

"What? How?" CC asked. A small part of her wanted to laugh ironically; it was so _them_ to not even say hello, not exchange civil pleasantries, but just begin snapping back and forth at each other.

"You walk with a purpose," Niles replied with a shrug, turning back to face the elevator. "And it's pretty hard to mistake those half-ton hooves stomping over the marble floor."

CC glanced down at her sharp-toed stilettos, yearning to kick him. She reached into her purse and pulled out her Blackberry, more for something to do with her hands while her brain worked on overdrive to figure out why being around his man for ten seconds could make her revert to her immature, slightly violent ways.

Niles, meanwhile, was clenching his hand around his keys over and over in his pocket. The very second the door had opened and her heels (_My god, those sexy heels_) began clacking across the floor, Niles knew it was her. His heart had proceeded to begin racing as though he'd just run a marathon and it had yet to calm down. Then, of course, he'd opened his stupid mouth and made some stupid comment about her hooves. He mentally congratulated himself on his presence of mind, though he felt he'd set up a dangerous precedent that could have been avoided had he just said hello and asked how she was.

But that wasn't them. That was never them. They weren't the type to enter anything cautiously or carefully; they were two people who tumbled head forward into whatever was coming toward them and were swept away into the whirlpool. They were each other's Charybdis, though Niles knew he'd never be able to live without a storm or two.

_Yes, Niles, keep making literary allusions while she stands feet away from you_, Niles thought.

"What are you doing here?" she asked sharply, and Niles knew she was attempting to sound as rude as possible.

"I have a meeting with Maxwell and Brad," Niles replied coolly.

"Not 'Mr. Sheffield' anymore? How cute," CC said scathingly before pushing past him and entering the elevator.

The elevator was full enough for any awkwardness to be avoided, though Niles and CC were the only ones to depart on the Sheffield-Babcock floor. Niles halted uncertainly in the reception area, whereas CC walked off (_With purpose_, Niles mused silently) toward the left, presumably to her own office.

Maxwell arrived a few moments later and greeted Niles with a friendly clap on the back before leading him back to his own office.

"I ran into CC," Niles said without preamble as they settled themselves in Maxwell's office.

"Ah…yes, I figured that might happen," Maxwell said. "How…ah…how was she?"

Niles looked at Maxwell and couldn't help the smirk. "She was CC."

A frown creased his forehead but a slightly disheveled man entering the office distracted both men. He was younger than they were and carried a stack of papers with him, along with several pens and pencils.

"Talking about Miss Babcock? She's pleasant, eh?" the man said, nudging Niles' shoulder and giving him a friendly wink.

"Niles, this is Bradley, our reader," Max said. "Brad, Niles, the playwright. You'll get to know each other fairly well over the coming weeks." The men shared handshakes and smiles. "Why don't you two get familiar? I'll be right back."

Exiting his office, Maxwell walked down the hallway and pushed open the door to CC's office.

"Maxwell, thanks for knocking," CC remarked, rifling through the filing cabinet with a pen between her teeth.

"CC, there's something I'd like to discuss with you," said Maxwell.

"Yes?" CC asked, pulling out several files and pushing the drawer shut with her shoulder.

"I know your history with Niles is…complicated," Maxwell began delicately. CC eyed him warily and set the files down on her desk, along with the teeth-marked pen. "But now, he's a client of Sheffield-Babcock Productions and I need you to treat him as such."

"What?" CC asked blankly.

"I know you heard me, CC. However you may have treated each other in the past, and however you may treat choreographers, you need to be as sincerely insincere as you've been with other playwrights. He could revoke the script at any time, and I see this being a successful play for us," Maxwell said.

"And if he treats me like he always has…"

"CC, you know the man. He likes to bait. Just be an adult."

"Be an adult?" CC echoed, her eyes widening.

"I should return to my meeting," Maxwell said. He exited CC's office, leaving its occupant shocked and rooted to the spot.

CC didn't know how long she stood next to her desk, eyes popping in shock and most probably anger, but she started when another knock sounded on her door.

"Come in," CC said dully.

Elizabeth entered the office, her arms covered in bangles and her hair braided to one side. She stopped immediately, staring at CC. "What's up?"

"Nothing," CC said.

"You look like an owl," Elizabeth told her bluntly. "Is it because Niles is meeting with Brad?"

CC briefly wondered if she'd ever work without an office yenta floating around. "And you know he's here because…"

"I may or may not have been eavesdropping after I saw him pass my office," Elizabeth replied easily.

"Actually—and I say this with all the surprise in the world—the fact that Niles is here isn't what's bothering me. Currently."

"Then what is?"

CC teetered between maintaining professional distance and the desire to actually discuss her anger with someone. If there was one thing she missed about working at the Sheffield mansion, it was that the lines between business and personal were so murky that CC could always vent about her anger. Often she worked through it with Niles, but Nanny Fine had proven to be a good listener as well.

And it wasn't as though she'd had a close girlfriend since Sara.

"Fine," CC granted. Elizabeth cheered silently and hurried over to sit down across from CC's desk. CC, too, sat down and took a deep breath. "Maxwell came in here a bit ago and…ah…_scolded_ me for being rude to Niles."

"No!"

"Yes. He told me to act like an adult and put whatever happened behind us since he's a client now."

Elizabeth's jaw dropped and she shook her head. She couldn't claim to know CC very well, but intuition told her enough to realize that Niles was more than an ex-lover. While she knew Maxwell to be slightly oblivious, she also couldn't imagine an old friend of CC's telling her to behave like that.

"That's insane," Elizabeth said, shaking her head again.

"It wouldn't be so bad if he weren't so…and we weren't so…you know?"

"Yes," Elizabeth replied, nodding. "So you saw him today?"

"Yes. I walked up to the crowd outside the elevator and two seconds later, he'd already gotten the first insult in," CC admitted grudgingly, still bitter that he'd gotten the first strike.

Elizabeth looked at her, confused. "He insulted you?"

"Yes! It was like we'd seen each other yesterday, and he got to pull the first punch."

"He _punched_ you?" Elizabeth gasped.

"What? No," CC responded with a laugh. "Niles and I were…complicated."

"As in, abusive?"

"No, no," CC said, waving her off. She supposed it would be much harder to understand their dynamic without having seen them in person. "It's hard to describe."

"Well, I'll just have to see you two together," Elizabeth said cheerfully. Her smile diminished when she saw the dark look sweep through CC's eyes. "What was it like seeing him again?"

"I don't know," CC admitted, uncomfortable. In truth, CC's initial desire to kick him had segued into a powerful urge to step closer to him and just be near him. She found it incredibly difficult for her heart and body to long for one thing and for her brain to be instantly signaling to pull the guards up.

"Don't you think you should talk to him about—"

"No. It would be unprofessional. I'm an adult now, Elizabeth," CC reminded her scornfully.

The young woman knew the anger wasn't directed towards her but it was still hard to not be intimidated by this formidable woman. The fury emanated from her in fiery red sparks.

"Still," Elizabeth continued bravely.

CC's face changed into a look of determination. "No."

* * *

"Please, please, _please_," Elizabeth implored.

"I have more work to do," CC attempted.

"The musical ended yesterday and the new play won't begin rehearsals until next week," Elizabeth refuted.

"I should really look over the budget," CC tried.

"Elaine finished that at noon," Elizabeth pointed out.

"I don't like to drink?" was CC's last, lame effort.

Elizabeth merely looked incredulously at CC.

"All right. Fine. Let's get drinks," CC agreed.

It wasn't often that CC agreed to go to the bars with others at Sheffield-Babcock Productions. Maxwell always turned down offers, but the rest of the office participated in the bi-weekly ritual and seemed to enjoy it. CC usually sided with Maxwell, though she had to admit that the prospect of sitting alone in her penthouse with Chester, again, was too daunting. If nothing else, Elizabeth had turned into the closest thing CC had to a friend (considering her relationship with Maxwell had turned rather frosty ever since Niles became a client) and she knew that there were compromises she'd have to make if she wanted Elizabeth to remain so.

And she really, _really_ deserved a few drinks after having to work in the same building as Niles for the past three weeks.

It wasn't that they saw each other often or even at all. But the idea that he was there, right there, and the things they weren't discussing stood like white elephants between them hung from CC's shoulders like heavy sand bags, slowly wearing her down. Elizabeth hadn't pursued the subject, though any time CC ducked into her office and out again without explanation, Elizabeth's mouth opened for a fraction of a second before she determinedly closed it again, knowing CC was hiding from him.

Elizabeth stood waiting in the doorway of CC's office, watching as she shut down her computer and grabbed her black shoulder bag.

"Where are we going?" the blonde asked, digging through her purse to find her keys.

"A small bar a few blocks from here," Elizabeth told her. "I've never been there but Elaine swears by the appetizer list." CC shrugged and followed her out of the office and into the elevator, where they met their coworkers in the lobby.

"CC! I'm so glad you're coming," Elaine, Sheffield-Babcock's head accountant and a brunette in her mid-thirties, said excitedly. The other employees expressed similar sentiments as everyone left to gather in their cars.

"We'll just follow Elaine," Elizabeth said, sliding into the passenger's seat of CC's silver Porsche.

CC followed Elizabeth into the bar, the name of which she didn't have time to read before she'd been shunted inside, and was pleasantly surprised to find squashy booths and small tables grouped on either side of the long, glossy bar. The group agreed with Brad's suggestion of finding two tables and wove their way through the small crowd to find two adjacent ones.

"I'll take drink orders," Elizabeth offered with a wide grin. CC leaned back to glance at the man behind the bar, unsurprised to find him handsome with thick brown hair and bright green eyes.

"Stoli and Sprite with a twist of raspberry," CC requested.

"Two, please," Elaine said from across the table.

The rest of the group, all male, asked for beer and Elizabeth walked up to the bar, her long blonde hair wavy and shiny. CC sat back against her chair and listened as Elaine began describing her baby's newest quirk.

* * *

"Hey, boss," Nathan called out from the kitchen, where the sous chef appeared to be handling things well enough.

Niles poked his head out from his office. "Yes?"

"We're almost out of Stoli," Nathan returned.

"That's new," Niles replied with a slight frown.

"Group of fancy-dressed people came in an hour ago," Nathan explained. "I only recognize the woman who always orders the canapés."

"Hmm. Well, we aren't due for a new shipment until Tuesday," Niles said.

"Think they'd notice if we switched to Smirnoff?" Nathan suggested hopefully. Niles followed his head chef to the swinging door that led to the restaurant and peered through the round window in it. His heart sank when he saw her, smiling benignly at one of her tablemates.

"I think they'd notice."

* * *

"He's cute. Go get his number," Elaine encouraged Elizabeth.

"That's so desperate. Does it seem desperate?" Elizabeth asked. She turned to CC, who shrugged noncommittally. Elizabeth turned to glance at the bar and saw a familiar face glancing through from the kitchen. She gasped and spun back around quickly.

"What?" CC asked, craning her neck to glance around her.

"Nothing!" Elizabeth exclaimed. "Nothing. Just…realized I'm hungry. Yes, hungry. Let's get appetizers, shall we?"

CC looked at her strangely. "Uh…sure."

"I love the canapés," Elaine offered.

"The mini pizzas look good," Brad remarked from the other table.

"What about the stuffed peppers?" asked the bespectacled administrative assistant.

CC nodded, saying, "Yes, I agree with…"

"Alex. I'm your assistant. I have been. For almost a year," he told her.

"Sorry, kid. Bad with names," CC replied. "Either way, I agree with you. That should help." Alex sighed and took another swig of his beer.

* * *

"The blonde is cute," Nathan remarked.

Niles' eyes widened. Cute? He supposed CC was cute…especially when she got sleepy and cuddled up next to him in her sweatpants…but he still thought of her more gorgeous than cute.

"I…I suppose," Niles agreed.

Nathan chuckled. "Isn't she a little young for you?"

"Young? What do you…" Niles tapered off as a woman he recognized as CC's coworker quickly glanced back at them. "Oh. You mean the young woman with the long hair?"

"Yes. Who did you think I…" Nathan paused. "Wait. The canapé lady. She always talks about working for a theater production company. She's sitting across from a woman who looks rich and bored. Is that CC?"

"You deduced that from canapés?" Niles asked incredulously. "Maybe you should be doing more than just cooking food."

"Someday," Nathan responded vaguely. "So it's her? She's hot."

"Hot?" Niles asked. Again, he knew CC could be hot…especially in her black lace getups…but he still found her more subtly sexy than hot.

"Yeah, man," Nathan replied. "The shoes and the skirt and the way her shirt hugs her…" He slowed to a halt when he saw Niles glowering at him. "Anyway. Hot. Go talk to her."

Niles sighed. "You know I can't."

* * *

"Well, if the cute teenager behind the bar doesn't refill my drink soon, things will get nasty," CC declared.

"I…let me get more," Elizabeth said with an air of desperation. While she fully encouraged her friend to reunite with her long lost love, Elizabeth suspected that the ideal time wasn't after three drinks and an hour spent in boredom.

CC merely waved her off and stood, smoothing her mint green cardigan over her black pencil skirt.

"Can you grab me another?" Brad asked, wiggling his nearly empty bottle of beer.

CC waved this off, too, and walked over to the bar. She craned around the few people still grouped near the bar, searching for anyone to give her a drink. Finding no one, she sighed and leaned against the polished mahogany overhang. She learned long ago that a bored-looking woman in Chanel never had to wait too long to be served alcohol. Sighing again, she began tapping her manicured nails against the wood, listening to the staccato rhythm.

"You'll want to knock off the heavy breathing, Babcock, or you'll scare away all the customers with the stench," he quipped behind her.

CC jumped and spun to face him, immediately laughing with gusto. "Oh, this is delicious. You sweep the floors here, too?"

Niles grinned but tried to hide it; she'd been strangely polite to him throughout the past few weeks and it had frustrated the hell out of him. "Actually, Babcock, I own this fine establishment."

"_You_?" CC asked, momentarily flabbergasted. Suddenly, its strange comfort and delicious food made a world of sense. "That explains the food poisoning I feel coming on."

"And sadly, that's the only thing you feel coming onto you these days," Niles retorted.

"At least someone else was preparing my drinks and didn't put dishwater in them."

"I wish he had; you've gone through a week's supply of vodka in one hour."

CC smiled sweetly and Niles' heart skipped several beats. "And yet you can thank _me_ for this dive being open one more night."

"Usually I just thank Mrs. Sheffield's family when we debut a new cheesecake. They'll keep us in business for a whole month."

CC laughed genuinely this time, and she sadly reflected how much fun it used to be when they were on the same side. She saw Niles looking at her fondly and her heart began hammering. "So, _waiter_, serve me my drink."

"I have people to do the serving here," Niles replied loftily, sounding like a true Babcock, and CC couldn't help smiling again. "But for you, Babcock, I'll make an exception." He walked off mysteriously, and as CC waited, she turned back to her table. Elaine, Brad, and…Adam (?) were engaged in a debate about something, but Elizabeth was staring right at her. With the most annoyingly smug smile on her face.

"Shut up," CC mouthed before turning back to face the bar and admire the array of liquor bottles that lined the wall.

Niles returned moments later with a small square plate. CC stared at him.

"I wanted a drink," CC told him.

"I'm not as old as you are, Babcock, I remember," Niles said with a wink. CC's heart ached. "I brought you something better."

CC sighed and held out her hand, but Niles had other intentions. He grasped the small pastry and held it up to her. Feeling horribly self-conscious, she opened her mouth and he popped it in, accidentally (_Not accidentally_, Niles thought helplessly) brushing her bottom lip with the tips of his fingers.

The flaky pastry cup crumbled deliciously, giving way to warm chocolate, tangy raspberry, and a sweet cream. CC's eyes closed in utter rapture and Niles watched in fascination; after all, he never thought he'd be lucky enough to see that look on her face again.

Seconds later…or it may have been minutes, months, CC couldn't tell, she opened her eyes and saw Niles watching her almost hungrily. She knew she should have been abashed and she probably would have been, had she not known for a fact that Niles was thinking the same thing she was.

"That was delicious," she said when she became aware that there were other people on the planet aside from her and her former lover. "What was it?"

"New dessert we're creating. Chocolate raspberry mascarpone tarts."

"Good work, Butler Boy," CC told him.

"I'm no butler anymore," Niles reminded her.

CC smiled and replied without malice, "You always will be to me."

Niles watched her closely and appeared to be mentally weighing something. When he didn't say anything for a full minute, CC shifted uncomfortably.

"What?"

"I missed you, Babcock," he told her quietly, almost so quietly that CC had to wonder whether she'd heard him correctly.

Before she could respond, if she'd even known what she would say to that, a wave of flowery, sickly sweet perfume hit the air and someone leaned on the bar next to CC.

"Hi, sweetheart," a woman's voice said.

"Oh," Niles said dumbly. He snapped back to himself quickly and continued, "Good evening, Jen." He turned and looked almost sheepishly at CC, whose face hardened into her usual mask of indifference.

"How are you?" Jen said, pushing her dark brown hair behind her ear and glancing curiously at CC.

"Fine." Niles took a breath and continued, "CC, this is Jen." He paused. "My girlfriend."


	5. Chapter Four

[A/N: I dedicate this to the readers who review and the readers who don't; the fact that you take the time to peruse my ramblings means a lot. I hope you enjoy.]

**Chapter Four**

Elizabeth pushed into CC's office Monday morning shortly after CC arrived. The blonde producer, looking chic in a slim black dress, turned to her door in surprise. Elizabeth presented a sharp contrast with her bright dress with geometric patterns.

"What are you doing here so early?" CC wanted to know, as she was usually the first in the office.

"I'm surprised I got here _at all_ since _someone _left me at the bar on Friday," Elizabeth responded with her arms crossed.

CC almost wanted to laugh. Elizabeth was usually the most cheerful person in the office and her attempt to seem angry was nearly absurd. "That's a little hyperbolic. Someone would have given you a ride home."

Elizabeth shrugged and stepped further into the office, sliding into her usual chair. "Luckily for you, it gave me more time to talk to the cute bartender."

"Niles?" CC asked wildly.

Elizabeth's eyes widened, as did her toothy grin. "I was talking about Nathan, but interesting that your mind went there."

CC brushed this aside and pulled thick contracts out of her bag. "So what happened with Nathan?"

Elizabeth shrugged. "We got each other's numbers. I'll see where it goes."

CC walked behind her desk and sat down, turning on her computer and hoping Elizabeth's lack of a story about Nathan didn't cause her to start asking questions about Niles.

"So."

CC ignored her and began tapping away at her keyboard, despite the fact it was still warming up.

"_So_."

CC pulled up the receiver on her work phone, pretending to check her voicemail.

"Oh, come on. Your voicemail light isn't even blinking."

Sighing, CC replaced the receiver and looked at Elizabeth. "What?"

"I don't know where to begin. What's up with Niles?"

"Well, his girlfriend is a new change of events," CC replied sarcastically.

"Girlfriend?" Elizabeth repeated, looking troubled. "That makes little to no sense."

CC shrugged and began responding to an email in earnest.

"Sure, I'll explain, thanks for asking," Elizabeth said. "He came out to talk to you."

"He owns the place, Elizabeth. He probably walked out to check on things."

"No," Elizabeth insisted, shaking her head. "When I turned around to look at Nathan, I saw both of them looking right at _you_ from the kitchen. He knew you were there."

"So?"

"If he hadn't wanted to talk to you, he could have stayed in the back," Elizabeth reasoned. "And if a guy _ever_ looked at me the way he looked at you while you were obscenely enjoying your dessert, I'd lasso him up and never let him go."

"Lasso?"

"I'm from Oklahoma," Elizabeth explained. "But really, CC. He fed you a friggin' piece of cheesecake. And the way he was looking at you, before the sexually suggestive feeding of the desserts…it was so sweet."

"It's just one of those stupid sentimental things," CC told her, revealing the conclusion she'd come to over the weekend.

"What did he say to you before the other woman showed up?" Elizabeth asked shrewdly.

CC took her eyes off her monitor and looked at Elizabeth, teetering on the precipice. "He…told me he'd missed me."

Elizabeth's jaw dropped and she stared at CC.

"What?" CC asked.

"Jeeze. The only person who says that to me is my mother," Elizabeth remarked.

"Lucky for you. I haven't spoken to my mother in months."

"You mean lucky for _you_," Elizabeth corrected. "So what's the problem?"

"He has a girlfriend," CC said simply.

Elizabeth looked at her and said carefully, "Yes, but—"

"No buts. He's moved on."

"Just because he's dating someone else doesn't mean—"

"Yes, it does. He has someone else," CC said staunchly.

"Just because he decided to do something with his life other than sit around all alone doesn't mean he's completely over you," Elizabeth said quickly, annoyed with CC's interruptions. "Just because _you_ decided to hole yourself up in your office and ignore the world around you doesn't mean he should have done the same."

CC looked at Elizabeth, and the calmness in her manner unnerved Elizabeth. She knew she'd crossed a line but she strongly suspected that sometimes, CC was the sort of person who needed a slap in the face to see what was right in front of her. Still, though, that expressionless face was daunting.

"I have calls to make. This conversation is over," CC said abruptly.

"CC—" Elizabeth began apologetically.

"I have calls to make," she repeated. "And it would be more professional of you to call me 'Miss Babcock,' considering I'm your boss."

Elizabeth's face transitioned from shock to masked hurt. "I'm sorry to bother you, Miss Babcock." She stood quickly and hurried from the office.

* * *

CC was able to spend the entire day meeting with casting directors and agents of the stars they hoped to land for their newest production. Unfortunately, any attempts CC made to push Niles from her mind were fruitless, as every agent wanted to know more about the playwright.

By the end of the day, she wanted nothing more than to go home and clear her head. Entering the expansive lobby of her building was like a blessed relief, diminished slightly by Chester going completely crazy the second she entered the penthouse. The little dog hopped in mad circles around her feet, yapping his head off.

"Chester, come on," CC sighed. "At least let me change first." She dropped her purse and leather attaché case on the floor and walked through the living room and hallway to the master bedroom. Chester followed closely on her heels and sat patiently while she changed into jeans and a black sweater. The second she pulled on her fleece jacket and gloves, Chester began barking and didn't cease until his leash was clipped on and they were walking down the sidewalk toward Central Park.

She couldn't shake the strange feeling in her gut, though part of her knew she hadn't felt it since she'd spent most of her days at the Sheffield mansion. Come to think of it, she suspected a direct correlation between the feeling in her gut and the time she'd spent around Nanny Fine. Was it…guilt?

Certainly it wasn't the best idea to be rude to her only friend in the office. The renewed presence of Niles seemed to remind Maxwell that she had been the primary reason he'd quit and this caused a stilted awkwardness in Maxwell's relationship with CC. It would appear that Maxwell had sided with Niles and in all honesty, it surprised CC that it had taken him so long to do so.

How had she not known he'd opened a restaurant? Judging by the impressive food list and steady flow of people, it was a moderately successful restaurant and bar. This didn't surprise CC, of course, as she'd spent many years watching him prepare the most mouth-watering dishes. For some reason, though, it surprised her that she hadn't known about it. Such a huge change in Niles' life, and she knew nothing of it.

_What, you expected him to pick up the phone and let you know?_ CC's inner voice asked her sardonically. And yet she knew the answer was yes. Their relationship had imploded and they hadn't spoken in over a year, but CC still felt inexorably drawn to him. He was still supposed to tell her that he'd opened a restaurant, that he had a whole new life, that he had a girlfriend…

Pausing so that Chester could sniff his three-hundredth tree, CC sighed as her mind wandered back to the same damned subject. His _girlfriend_. His stupid, short, brown-haired girlfriend with the tacky perfume.

But she knew Elizabeth was right. It had been over a year, after all, and Niles was a good man. He certainly deserved a chance to be happy. She supposed not everyone should pursue the lonely life path she had.

In times like these, CC grew so frustrated with Maxwell. She'd been moving along in her life, maybe not happily but not miserably, and she had managed to only think of Niles at night. By the time she'd wake up in the morning, she could lie to herself that she'd never thought of him at all. Then Maxwell snuck Niles' script into her office, she'd idiotically chosen it as their new hit, and now she was forced to confront the fact that perhaps she wasn't happy without him.

And then, as was the case lately, Fate struck down its sardonically humorous hand and Chester began yelping when he recognized his old friend.

"Chester! Look at you," Niles said, and CC would have been surprised to see him had her life not been so full of him lately.

"Are you following me?" she asked bluntly as Niles kneeled down and allowed Chester to lick his hand.

"You've caught me, Babcock," he said, looking up and admiring the effect of the autumn sun behind her golden head. "I own a successful restaurant and I'm officially a playwright, but I spend my days stalking my exgirlfriend."

"I thought you hated the 'girlfriend/boyfriend' thing," CC told him.

"I generally do, but what else would I refer to you as?"

"Former lover?" CC guessed and when Niles' face slightly flushed, CC cleared her throat and continued, "It just seems odd that I didn't see you or hear from you in twelve months and now I see you everywhere I go."

"Fourteen months, twelve days," Niles said quietly. He hoped the jangling of Chester's collar drowned out the four words he wished he hadn't said.

"What did you say?"

"Just agreeing with you," Niles said louder. "It does seem as though we keep bumping into each other."

CC looked at him suspiciously but didn't press it. "In an effort to finish this walk before the end of the week, would you like to join us?"

"Sure," Niles said, standing up fully and walking in pace with CC.

"What are you doing in the Park, then, if not following me?" CC asked.

Niles shrugged, watching Chester's tiny legs propel him forward excitedly. "Just going for a walk. My loft is near here."

"Loft?" CC echoed. "What a trendy New Yorker you are."

"It's about time. I only lived here twenty years."

They walked in companionable silence before CC gave in to the question that was gnawing at her brain. "How long have you been dating her?"

"CC…"

"Just a question, Niles. Answer it."

He sighed. "About six weeks."

CC mentally calculated that it was shortly after they bought his play…and right after he saw her again. "Cute."

"We don't need to talk about this."

"And what else would we talk about?"

"The play?"

"It should be a success. We're generating some good press about it and we've got some interest from good actors," CC recited. "So has she graduated from college yet? Or is she pledging her favorite sorority still?"

"Jealous that I'm with a younger woman than you, Babcock?"

"Not jealous, Niles. I'm thinking it's sad that she's too stupid to wonder why you can't get someone your own age."

"Touché," was all Niles offered in response.

They continued walking together in silence, both refusing to acknowledge how nice it was to be with each other again. Chester seemed to be enjoying himself as well, for he began weaving in front of them, though he didn't seem to notice the biker speeding toward them.

"Chester!" CC exclaimed, pulling his leash to the left so quickly that she tripped lightly over a crack in the sidewalk and fell against Niles. In a moment, their hands bumped against each other and they instinctually, automatically wove their fingers together. It is a funny thing, really, how one reverts immediately to old, comfortable habits, and it was a full thirty seconds before Niles and CC turned to face each other and pulled their hands apart.

"I…I'm sorry about that, Miss Babcock," Niles stammered nervously.

"Miss Babcock?" CC repeated incredulously. "You haven't called me that since…well…" She tapered off, her face reddening, as she hadn't meant to evoke memories from an entirely unprofessional scene in which Niles had last called her that.

"Old habits," Niles muttered. "I should…go. I should go."

"Oh."

Niles looked from Chester, panting heavily from the exercise, to CC's slightly crestfallen face. What was he doing? He didn't need to fall back into all of his old habits, not now that his life was in order and he had a girlfriend. But it was so hard to be so near her and those lips he'd spent so much time pressed against…

He cleared his throat loudly and looked away. "I'll, ah, see you tomorrow, then."

"Tomorrow…"

"The meeting. With everyone."

"Oh, right. Right," CC said, suddenly recalling Maxwell imploring her to remain professional with Niles. _Crap_, she thought. "I'll see you tomorrow, then. Good evening." She turned abruptly and walked away, Chester walking slowly next to her.

_Damn_, Niles thought, watching her for several moments before reminding himself that he shouldn't be.


	6. Chapter Five

[A/N: This update is dedicated to KB91, whose excitement for reading another chapter encouraged me to take time during football Sunday to update (it is halftime, though). I also dedicate this to all the reviewers. I love you guys. Really.]

**Chapter Five**

CC entered the office early the next morning, looking lovely in her plum Dolce & Gabbana pantsuit with her black lacy camisole peering out of the jacket. She took the long way to her office, stopping by Elizabeth's to see if she was there yet and continuing on to her own when she saw that she wasn't.

She had just prepared everything she needed for the meeting when Maxwell knocked on her open office door and entered.

"Morning, CC."

"Good morning," CC said coolly.

"I just, ah, just wanted to express my appreciation."

"All right."

Maxwell looked befuddled for a moment but bravely continued. "You've done as I requested, and I believe it's helped things go smoothly with the play. I appreciate it."

"Fantastic." The sarcasm ebbed from her smoothly like lava down a hill.

"I, ah, can't help but notice that you don't seem too happy with me. Now I'm sure I'm just being sensitive, but—" Maxwell began.

"Oh come on, Maxwell," CC said, tossing a pad of paper onto her desk with a soft _slap_. "You've been married to Nanny Fine for a year and a half now, and you haven't learned a thing about women or-or interpersonal relationships?"

"Excuse me?"

"You _should_ take it personally because _of course_ I'm upset with you!" CC exclaimed.

"But…why?" Maxwell asked, oblivious.

"Maxwell, you know things didn't end well between Niles and me," CC told him. "Oh, don't look surprised. You know that's what this is about. And you just shoved him right back into my life without any thought about how it would affect me."

"Now, CC, you're a levelheaded woman—"

"No! I'm not! You've never known me to be levelheaded! I scream at choreographers and I demand perfection in everything and I can't maintain one normal relationship in my life because of my distinct _lack_ of levelheadedness!" CC cried. "I'm a good businesswoman and I've helped this company a lot. But be real, Maxwell, it's never been because of my ability to coolly and rationally handle my life."

Maxwell stared at her, and never before had he wished his wife were with him to make sense of the situation.

CC shook her head and pressed two fingers to her temple. "That's not my point. My point is, Maxwell, it was wrong of you to push that script onto me without telling me who wrote it. I wasn't ready to see him again. And it was completely unfair of you to tell me how to act around him. I thought you and I were friends, but considering the circumstances, I suppose I'm just your business partner."

Maxwell appeared to be on the brink of saying something when Alex stuck his head into CC's office. "Excuse me, Mr. Sheffield and Miss Babcock, but the rest of the staff is gathered in the conference room."

"Thank you," CC said, grabbing her papers for the meeting and walking past Maxwell. She followed Alex to the conference room and saw everyone arranged along the long, glass table.

"Good morning, everyone," CC said authoritatively, setting everything at the head of the table. "Thank you for agreeing to meet so early. We've got open auditions this afternoon and a backer's meeting tomorrow, so I'm ready to get everything rolling for this new production."

Niles sat between Ted and Brad, wondering why she looked so flushed. He'd come to recognize the variety of CC's psychosomatic reactions to her emotions, and he knew she must be angry about something. Maxwell walked in somewhat sheepishly while she was talking, and Niles wondered if that had something to do with it.

"The preliminary set and costume designs look great, so as soon as we have actors signed and a theater booked, we can begin rehearsals," CC said. "I anticipate a Christmas opening."

The effect on the room was instantly palpable; even Maxwell spluttered.

"Christmas?" Brad repeated. "It's September."

"Thank you for reminding me, Bradley," CC said faux-sweetly. "I'm completely aware. I see no reason why we shouldn't capitalize on the increase in tourism and the lack of actual plays during the holiday season. Not everyone wants to see _The Nutcracker_."

"Even so, CC, it's a somewhat dismal play for the holiday season," Maxwell said.

"Dismal? I didn't get that from the play," CC said, still standing at her end of the conference room table.

Niles looked at her hopefully but she stared stubbornly at Maxwell.

"Either way, I think it's a great play to juxtapose against the cheerful musicals of the holiday season. I'd wager that a good chunk of people want something a little meatier, and that's what we have," CC continued. "Elizabeth, can we get everything put together in time?"

"I'm sure we can," Elizabeth said guardedly.

"Thank you," CC said. Nearly everyone's eyebrows rose at CC's rare display of gratitude, and Elizabeth smiled up at her. "So, if we're looking at a Christmas Eve opening, that leaves us about three and a half months."

"CC, I still think that seems a little ambitious—" Maxwell began.

"Lloyd Weber isn't opening a new play until February," CC told him.

"Christmas Eve it is," Maxwell agreed.

Niles watched her conduct the rest of the meeting, admiring her confidence. A few times, he caught Nathan's friend Elizabeth smiling at him, though he wasn't sure why. When he zoned off and stared at the small piece of lace teasing him from the v of CC's jacket and Elizabeth snorted in laughter, Niles bashfully realized why.

* * *

Before the auditions that afternoon, Maxwell stopped home to enjoy lunch with his wife. He greeted her with a kiss and Chinese takeout before they sat down in the living room to dig in.

"Sweetheart," Maxwell began.

"Mmm?" Fran mumbled, her mouth already full of lo mein.

"I…I rather need your advice," Max said.

Fran tore her eyes off of the television screen, surprised at the rare words from her husband. "Dish, dish. I'm here to help."

"Well, we're working with Niles to produce his play."

Fran refrained from rolling her eyes. "I know."

"I never quite told you everything about that situation," Max said uneasily.

"What do you mean?"

"I told you that CC decided to produce his script…"

"Which, ya know, I always thought was strange, but it was a really good play so I thought to myself, 'Well, maybe she just wants a success,' but still something felt a little off," Fran rambled.

"Yes, yes," Max said, not listening. "Well, what I didn't tell you about that was when I gave her the script, I never told her Niles wrote it."

"Ya mean…you gave her the script without telling her that her ex-lover was the one who wrote it, fully intending for her to pick that script because it was the best, and you'd just tell her he wrote it after the fact?"

"Yes."

Fran gave him the mightiest of arm-smacks. "Max! I can't believe you did that!"

"Well, CC sort of…yelled at me today for it," Maxwell admitted. "The day Niles came for the initial meeting, I also…I also asked her to maintain professionalism around him."

Fran's jaw dropped.

"She seems upset with me," Max told her. "I'm not sure how to fix it."

"Sweetie, let me give you some general advice, for the rest of your life," Fran said gently, grabbing an egg roll. "If you do something, and you don't want to tell me about it, chances are you shouldn't have done it."

"I don't think there was anything wrong with me telling CC to act like an adult."

"_That's_ how you put it?" Fran exclaimed. "Oy. I understand why you'd make that request but there has to be a better way to ask it."

"I suppose, but…"

"Honey, when it comes to Niles and CC, you're better off to stay out of it," Fran advised wisely.

Maxwell sighed. "All right."

"What brought this up? Just because she yelled at you? Ya gotta be used to that."

"It wasn't that. She mentioned something about how she thought we were friends but judging my behavior, we weren't," Max said. "And it…"

"Bothered you?" Fran guessed gently. Maxwell nodded. "Sweetie, it'll all work out. You and CC have been friends for a long time. And when things work out between her and Niles again—"

"Oh, don't count on that," Max interrupted, picking through his chicken and broccoli with his chopsticks. "Niles has a girlfriend."

"_What?_" Fran exclaimed loudly, sending noodles flying.

"You didn't know?"

"You didn't _tell_ me?"

"I thought I had," Maxwell said, frowning.

Fran shook her head, still unable to believe how much gossip was missing from her life since she stopped seeing Niles everyday. "That isn't something you forget to tell me! And him, why didn't he tell me?" Maxwell opened his mouth to suggest why but Fran plowed on, "Well, what a schmuck. Sounds like I need to make a visit soon."

* * *

As CC had planned such a quick premiere date, it didn't take her long to book a theater nor select callbacks. It was a few days later, when the final callbacks were taking place at the theater, that Fran elected to visit everyone. Ever the producer's wife, she arrived with pink boxes of pastries and trays of lunchmeats. Most of Sheffield-Babcock Productions, especially those employed at the theater, had come to associate Fran with food (as so many inevitably did) and so her visits were always warmly welcomed.

After Fran had greeted some of her favorite employees, she hurried over to Niles, who stood uncertainly in the aisle.

"Fran! How wonderful to see—" Niles began.

"You schmuck!" Fran cried, slapping him hard across the arm. Several of the people gathered in small groups throughout the theater paused. Fran smiled brightly at them and continued in a lower tone, "Why didn't you tell me?"

Niles sighed; Maxwell had warned him. "I'm sorry, Fran. I've just been so busy."

"This coming from the man who took the time to call me on the opening night of his restaurant to tell me how it was going," Fran said.

Niles looked down abashedly at his feet. "I'm sorry, Fran. Being a playwright is just very stressful."

"Oy, if I had a garden, I could manure it with this crock you're feeding me," Fran said, rolling her eyes. "Niles, I'm ya best friend. You used to wake me up at 4 am to tell me you got lucky that night."

Niles chuckled. "Yes, that's true, but—"

"Nope. Not buyin' it. There's a reason you didn't want to tell me about this," Fran conjectured. "Now, I could come up with my own reasons, but the main one is glaring daggers at me from the other side of the theater." Fran waved excitedly to CC.

"Nanny Fine, we've got final callbacks today," CC called, her voice echoing in the vaulted ceilings. "I don't need you getting in the way."

"It's good to see you, too, Miss Babcock!" Fran said, smiling genuinely.

"And what do you mean by suggesting that CC is the reason I didn't tell you about Jen?"

"Honey, I know what you were like when it ended," Fran told him gently.

Niles' face hardened slightly. "This has nothing to do with her."

"Then how come when you and CC finally got together, you were so high on cloud nine that you called Ma to tell her?"

"That was…different."

"That's what I mean, honey," Fran explained, laying a gentle hand on his arm. "You were so excited. Where's that excitement now?"

"I am excited," Niles told her without the slightest trace of excitement in his voice.

"All right," Fran allowed, not wanting to cause an argument. "Then I'd love to meet her."

Niles paused. "I…all right. She'll be at the restaurant Friday near closing time."

Fran smiled. "I can't wait."

* * *

"So," Fran said, inching along the theater seats and plopping down next to CC, "how ya been, Miss Babcock?"

CC's hands clenched on her clipboard. "Nanny Fine, we've got final callbacks today."

"And?" Fran asked, reaching into her purse and pulling out a pack of Junior Mints.

"And these poor, destitute souls have been waiting for their chance to get a shot at starring in a play," CC said. "They wait and wait to hear that they get that final callback and they lay awake every night until that fateful day. It would be so cruel to make them wait even longer."

"And?" Fran looked at CC knowingly.

"Let's take five, people!" CC called out. She leaned back against her seat. "What brings you here?"

"I came to see Niles," Fran admitted. "Speaking _of_, I came to apologize on behalf of my husband. I heard about what he did."

CC smiled grimly. "I was waiting for you to find out."

Fran shook her head and rolled her eyes simultaneously in a very Fran-like gesture. "Oy, what a shmendrick. So what was it like?"

CC didn't need to ask Fran to elaborate to know what she meant. It was a strange phenomenon, but ever since CC had ceased pretending to chase Maxwell, she and Fran had forged something that strangely resembled a friendship. Of course, it didn't hurt that CC no longer saw Fran every day.

Strange, though, how Fran had never blamed CC. Fran had never actually offered her thoughts on their situation, which was a rarity in itself, and of course CC had never asked…

"It was…like any other day," CC said, tapping her pen against her chin. "You know how you go through those scenarios in your head, about when you'll see an ex again?" Fran nodded. "In mine, I always thought I'd be in a gorgeous black gown—"

"Chanel?"

"Naturally," CC agreed. "And my arm would be linked into some gorgeous man's and I'd be laughing and he'd see me and I'd ignore him."

"That's a good one," Fran said, nodding. "In mine, I was always married to a millionaire with a huge mansion." She leaned over and placed her hand on CC's arm. "It can happen."

"Anyway. I had that plan. Then I came into work one day and bam, there he was waiting for the elevator. No cataclysm. Nothing." The two ladies paused and glanced at him just as he flipped open his cell phone, clearly saying hello to Jen. With a sigh, CC continued, "At least, nothing horrible happened right away."

Fran looked at her sympathetically. "Ya know, I always thought you two would get it together eventually."

CC stared off at the stage. "I should really get back to the auditions."

"Oy, you two are so alike," Fran muttered. "Well, stop by the house when you get a chance." CC offered another dull smile and waved as Fran stood and left.

"All right, let's get back to it," CC called out, snapping everyone back to attention. She reached into her purse and pulled out a piece of cinnamon gum, popping it into her mouth. Glancing over her shoulder, she saw Niles still yapping into his phone and rolled her eyes, standing and walking up the aisle to where he stood. Resting her weight on her left foot, she crossed her arms and snapped her gum loudly until Niles said goodbye and snapped his phone shut.

Niles slid his phone into his pocket and turned to CC. "That's new," he said, motioning toward her mouth. He'd never known CC to be a gum-chewer before.

CC thought for a moment before gesturing to his phone and responding, "So's that." She turned on her heel and tossed over her shoulder, "Snap to it, Butler Boy, we're starting."

Niles watched CC's hips swing as she walked and he followed her with a defeated sigh.

* * *

"I still think Joshua and Natalie had the best chemistry," Maxwell said, taking off his glasses and rubbing the bridge of his nose.

Niles silently disagreed. He did agree that Joshua was the best pick for the lead, but there was something in Natalie that didn't quite…match his original envisioning of the character.

"I liked Chloe," Elizabeth said. "Her coloring fits everything better."

CC sat in her theater seat, her forehead resting on the chair back in front of her. Niles felt a strange urge to reach forward and stroke her back. He compromised by clenching his fists tightly and ignoring her obvious exhaustion. She sat up abruptly, startling Niles and causing a few to cower in fear.

She spun in her seat and looked at Niles astutely. "Which actress did _you_ like best?"

"Me?" Niles asked, surprised to be asked his opinion. By CC, no less.

"Yes. You're the playwright. When you wrote the script, did you imagine a woman more like Natalie or Chloe?" she asked, her bright blue eyes dimmed with impatience and another emotion he couldn't place.

"Chloe," Niles answered simply.

"The blonde? Imagine that," Elizabeth remarked. CC looked at her strangely.

"Chloe held herself differently," Niles said quickly before Elizabeth could elaborate. Niles had never actually shared a conversation with Elizabeth, but he shrewdly guessed that the woman had some hunches that hit too close to home. "She had…"

"A purpose?" CC guessed quietly.

Niles didn't look at her as he responded, "Yes."

"All right. Chloe and Joshua as our leads. I'll go call their agents," CC said, grabbing her bag and standing up. Everyone grouped around them stood and left the theater gratefully, leaving Niles and CC standing a row apart.

"You're going to work more?" Niles asked.

CC tucked her hair behind her ear and slung her bag over her shoulder. "Yes. Why shouldn't I?"

Niles shrugged and began matching CC's pace to the aisle. "You just seemed tired."

When they were standing right next to each other, CC faced him and smiled evasively. "I didn't realize you were paying that much attention." With that, she walked up the aisle and left the theater.

Niles sighed and began to follow her steps to the exit. "I always do."


	7. Chapter Six

[A/N: I dedicate this chapter to my reviewers, of course. Reviewess, whoever you are, you are currently my Review Hero. I also dedicate this to EspoirDio, who needs it. I'm so excited for what's coming, so I hope you are as well...]

**Chapter Six**

"So you met Niles' girlfriend?" Val asked, smiling as she accepted the slice of coffee cake Fran offered.

"I did," Fran said, nodding solemnly. "Niles never mentioned that his restaurant didn't close until midnight, so I didn't get to talk to her too much. Meanwhile, I got four hours of sleep and my hair lost about two inches of height, but yeah, I met her."

"And?"

"I loved her!" Fran exclaimed. "She's sweet and she even complimented my dress."

"The short black one?"

"No."

"The short red one?"

"No."

"The short—"

"VAL!" Fran exclaimed. "Not the point."

"Oh," Val said, crestfallen at once again missing the point. "What is the point?"

"I dunno." Fran shook her head. "She's nice and all, but she seemed…too nice."

In a valiant effort to appear in the loop, Val nodded wisely, though her eyes remained confused.

"I don't know whose side to be on," Fran admitted. "Jen's a sweetie and I want Niles to be happy, but I don't know if he is. And I'm sure CC isn't."

"I don't think it's about being on sides," Val said carefully. "And I definitely didn't think we were on Miss Babcock's side."

"Really? Don'tcha…don'tcha feel for her?"

"You mean, like, scared? Because yeah, I'm scared of her," Val said, sliding her fork into the cake.

"No, Val," Fran said gently, shaking her head. "I feel bad for her."

"But why, Fran?"

"She seems sad," Fran said decisively. "Like deep-down sad. Like you know that feeling when your spoon scrapes the cardboard at the bottom of the pint?"

Val gasp and pressed her hand to her heart. "Oh, poor Miss Babcock." She shook her head, swallowed by the poor woman's misery. "Do you think it's because of Niles?"

"I think part of it is what happened with Niles," Fran agreed. "I think she's just lonely now. Especially after what my _meshuggah_ husband did."

"Your _meshuggah_ husband is very apologetic about that," Max said, walking into the kitchen. Fran smiled sheepishly at him and he placed a warm hand on her shoulder, smiling down at her.

"How's the play going, sweetie?" Fran asked.

"Oh, it's all right," Maxwell replied airily, walking to the island to pour a mug of coffee. "Lots to do, of course, since CC wants such an early opening date, but it's going smoothly."

"Max," Fran said, struck by curious inspiration, "do you think CC's happy?"

"Happy?" Max repeated. "Well, of course, sweetheart. Our last play was a success and this next one should be, too."

"That's not what I meant," Fran said patiently. "I mean with her life. Do you think she's happy with that?"

Max stopped to think, absentmindedly stirring sugar into his coffee. "I should think so. She's well enough to work this weekend. Wanted to get a head-start on things, you know." Max smiled and exited the kitchen, leaving Fran and Val to look at each other sadly.

* * *

CC paid the cab driver and slipped out of the taxi, pulling the large set of keys out of her black bag. Balancing a heavy stack of papers, CC struggled over to the side entrance to the theater and slid the keys in the door. Using her elbow to turn on the overhead light, CC watched as the single bulb illuminated the dust specks floating through the air.

While the justification behind such a fast-approaching opening date seemed valid, CC had truly wanted something to immerse herself in. The play had proved convenient. Normally, their production company took at least a one-month hiatus from the hectic nature of closing one play and the frantic preparations of producing a new one. This wasn't due to any sort of benevolent nature of CC's but rather to give herself a break from the fact that she usually ended up handling everything. It also usually took longer to find another play but, again, Maxwell had ensured the right play had been selected.

Of course, she wanted a distraction from Niles' newfound, forced place in her life. But the holidays were fast approaching, and CC sought a diversion from the continual reminder that she was alone.

She shook off thoughts like these and set about inspecting the theater to ensure it was fully suitable for their next production.

An hour and a half later, CC exited the theater and locked the heavy door behind her. She shook the errant dust off of her black cardigan and stuffed the extra papers into her purse. Glancing around and realizing she wouldn't be able to catch a cab on this side street, she set off toward the busier corner.

"Back on the street corner again?" Niles quipped as he hopped onto the sidewalk next to her.

CC's shoulders sagged with tiredness and something resembling a deep ache. She considered responding with a quip about how Niles couldn't afford her, but that would set her down a dangerous path. "Good afternoon, Niles."

"Fancy seeing you here," Niles replied. "What _are_ you doing here?"

"Is your memory already going? The theater is right over there," she answered, thrusting her thumb over her shoulder.

"I know that. I didn't imagine you'd be working on a Saturday," Niles replied easily.

CC shrugged. "Did you think Maxwell would be down here?"

Niles chuckled. "Fair point."

CC stepped closer to the curb and looked left and right, searching for a cab.

"You're all covered in dust," Niles said, reaching forward and brushing it off of her shoulders. CC felt warmth spread down her back and she wiggled away from him.

"Stop," she snapped, reaching across and grabbing her shoulder.

Niles looked at her strangely. "CC, what's—"

"Stop, just stop," she repeated, shifting uncomfortably and stepping away from him again.

"You seem overworked. Why don't you come by the restaurant? It's just a few blocks away, I just came from there—" Niles tried again.

"What are you doing?" CC asked, so mad at Niles for being oblivious and so mad at herself for being so affected by simply standing near him and thinking how handsome he looked in his casual jeans and soft-looking polo. "What are _we_ doing? Pretending like everything's normal? Pretending like the last time we were alone together, really alone, you didn't look like you were about to punch a wall and I wasn't…I wasn't…" She tapered off helplessly and ignored Niles' shocked gaze.

She pushed her hair away from her face and haphazardly tucked it behind her ear. "You know, years ago when I first met you, I wondered why you hated me so much. Then I started wondering why you spent so much time around me. I mean, you made it quite clear that you despised me…but you never left me alone, and I couldn't figure out why. See, this was before I realized that the secret to the success of our complicated relationship was never, ever questioning it.

"But now that you're back, and I have no idea where I stand or what you are to me, I'm reverting to my old habits and wondering why."

"Why what?" Niles asked, his throat dry. He cleared it dismissively.

"Why you're always around. Why you won't leave me alone. You have someone else, Niles, and I…I don't fit in your life except as a business associate. And yet you still won't go away," she finished. She fixed him with a steely gaze, her eyes even bluer due to the emotion, and said, "So maybe it's time you asked yourself why that is."

CC turned away from him and stalked off, ignoring that she was going in the complete opposite direction of her penthouse, and left Niles standing on the street corner, shell-shocked.

* * *

Niles returned to his restaurant later that day, earning a warm albeit surprised greeting from Nathan.

"Hey, bud!" Nathan called out from behind the bar. "What are you doing back? It's your night off."

Niles shrugged this off like an irksome fly and continued past the bar, hoping to find work in his office.

"Hey," Nathan said, his voice lower and a little offended. "What's going on?"

"Nothing," Niles replied. He took a deep breath and turned to Nathan. "Sorry, old man. Rough day."

"Hey, enough with that 'old man' stuff," Nathan remarked with a smile.

"I can't exactly call you 'young man' without feeling like your father," Niles replied, settling into a familiar conversational pattern with his pseudo-son.

"Care to talk about your rough day? I could be your friendly neighborhood bar man today," Nathan said, holding up a large beer mug. "Look, I could even pretend to wipe down the bar while you gripe." Nathan showed Niles a damp rag.

Niles smiled in spite of himself and settled onto a barstool. Nathan wagged his fists in celebration and leaned jauntily against the bar, slapping the rag over his shoulder. He wrinkled his nose in disgust and pulled the rag off, choosing instead to set it on the bar.

"I'd rather talk about something else. How's Elizabeth?" Niles asked. However guilty he felt, Niles couldn't muster enough interest to pretend to listen along as Nathan excitedly discussed his most recent love interest.

Just who did Babcock think she was? There he was, offering friendly assistance to an exhausted-looking woman, and she'd rebuked his efforts and thrown their painful past and murky present into his face. The nerve of the woman, the absolute impertinence of her behavior. It was what had always irked him the most about her, her complete inability to be gracious and kind but instead to be brash and steely.

And as it always was with that woman, he eventually came to the realization that he was mad at himself. It had been more than a year since they'd been together and yet he still felt humiliated at her ability to pinpoint something everyone else ignored. Back when he was the Sheffield's butler and she worked at the house, no one had thought to question his constant presence around her. But there were fleeting instances when she'd look at him knowingly and allow the zingers to slide right off of her, comprehending more than she'd ever let on…

So now, here he was. Why _was_ he always around her? What did it matter to him if she seemed overworked? Why did he feel it necessary to jog across the street after spotting her a block and a half away? Any other self-respecting man would have ignored his ex-girlfriend and hurried in the other direction, shielding his face and hoping she hadn't seen him. Although, Niles grudgingly admitted, he had never had much self-respect when it came to CC Babcock.

It was as though everything CC had been pushed to the backburner of his mind, simmering away but not boiling, yet still undeniably there. He'd been able to focus on the forefront of his life and get other things in line but now they were happily cooking without his assistance. Now, he was forced to pay attention to that which he'd ignored and, upon his return, he discovered it had vastly expanded in his absence, like that loaf of bread from the _I Love Lucy_ episode he'd watched with Fran years ago.

It wasn't right. As CC had so wildly pointed out, he had someone else. Jen was in his life and on paper, CC was nothing more than a business associate. But that seemed to do his heart a great disservice…

Niles snapped back to attention when he realized that Nathan was staring at him silently. He smiled guiltily at his head chef. "Sorry. Where, ah, where were we?"

"I was telling you how great Elizabeth is and you were somewhere miles from here," Nathan replied.

"I'm glad things with Elizabeth are going well. She seems nice," Niles told him. He held up a finger while his cell phone began vibrating. "Excuse me for a second." He flipped open his phone. "Hello?...hi, Jen. I'm fine. How are you?...Tonight? No, tonight won't work. I've got some restaurant business to deal with…Yes, it was my night off, but you know how that goes…Great…Great, I'll see you then. Bye."

"How are things with Jen?" Nathan asked nonchalantly as he uncapped a beer and poured it for Niles.

Niles took the glass gratefully and stared at his distorted reflection in the bar's glossy surface. "Fine."

"Fine?" Nathan repeated as he toyed absentmindedly with the abandoned rag. "What's the fun in that? Where's your excitement?"

Niles chuckled darkly and took a sip of his beer. He wondered if there was some vast conspiracy among Fran, Elizabeth, Nathan, and the higher power that wished to torment him endlessly. "I'm a little too old for excitement like that."

Nathan looked skeptically at his friend. "Too old? Tell that to my grandparents who wait at the front door if the other leaves." He shook his head and tossed the rag on the shelf below the bar. "Ok, at the risk of sounding like an 18-year-old girl, is she The One?"

"Jen?" Niles asked. Nathan nodded, wondering who else they'd be talking about. "Nah, probably not."

Nathan scrunched up his brow and asked, "Then what's the point?"

"Oh, such a young thing," Niles remarked, jokingly looking at Nathan the way one might with a toddler.

"I'm old enough to _not_ see the point in wasting time if you already know she isn't The One," Nathan retorted, bristling at the typical older man assuming the younger one didn't know what he was talking about.

"I didn't say I was wasting time."

"But you just said Jen isn't the one for you."

"I already had that!" Niles exclaimed angrily, grasping the handle of his beer mug. "I was already with The One, and you don't go from that to another One. Life doesn't give you second chances and sometimes you have to cut your losses and move on!"

"Makes sense," Nathan granted, "if you can do it."

"Meaning?"

"Meaning you _can't_," Nathan said, suddenly realizing who Niles had originally thought he'd been asking him about. "You've had nearly a year and a half to get over this woman and you haven't."

Niles stared into his glass and worked to ignore the truth in Nathan's statement. He couldn't face it. Not now. Not when his life finally seemed in order, after she'd dismantled it with the feckless attempt at a relationship with him. Not when he'd worked so hard to forget her and ignore how empty he felt without her around everyday.

"And it seems like you _have_ been given another chance but you're too freaking stubborn to see it," Nathan continued frustratedly.

"She…it isn't as simple as that."

"Things usually are, British man," Nathan responded.

No. He wouldn't. From now on, he would leave her alone, as she clearly wanted, and he would go on with his life. He would be a successful restaurateur, an accomplished playwright, and a boyfriend to Jen. It was, after all, quite possible that he merely missed the old days when he perhaps wasn't quite so lonely, when he was the Sheffield's butler and he could gab with Fran and talk with Maxwell and trade barbs with Babcock. Yes, that was it.

"Perhaps. Well, I should get going before the dinner rush starts and I get roped into working," Niles said, polishing off his beer and standing up.

"You told Jen you had to work," Nathan said quietly.

Niles pretended not to hear him as he waved and left.


	8. Chapter Seven

[A/N: I apologize for the delay in updates. It didn't seem so long, but KB91 pointed out that it had been 72 hours and that seemed too cruel. I was at a Christmas party the other night and then today I was part of the largest crowd to watch any sporting event anywhere ever...and it was so awesome that I'm mentioning it in my Author's Note. I dedicate this to my readers but several in particular: KB91, EspoirDio, Reviewess, and nrfan. The fact that you are getting so much out of this and are able to analyze it so well warms my heart.]

**Chapter Seven**

CC sat in her office, scribbling her initials at the bottom of all of the set drawings Elizabeth had put together for her. When she finished, she dialed Alex's extension and requested that he pick them up.

"Here you go," CC said as he walked into her office. She handed him the pile of thick foam the drawings had been mounted on and watched as he walked out of her office. Before he shut the door, CC could hear Niles' soothing baritone glide into her office as he walked by, discussing the play with Brad. Her stomach flipped and then sank, as it always did now when she heard his voice, and she sat back at her desk, taking a steadying breath.

It had been three weeks since she'd freaked out on Niles at the street corner and the calendar had since crested into October. The trees lining the street of her Park Avenue penthouse were now a warm mixture of reds, oranges, and yellows, contrasted by the now sharp breezes and frost on the windows. She felt it somehow mirrored her current relationship with Niles: she'd see him and she'd instantly warm up, from her toes to her cheeks, but he'd open his mouth with some distant pleasantry and she'd reply just as professionally and things between them seemed bitterly chilly.

What bothered her most was that once she'd called him out on his unerring presence, he'd immediately ceased. Whenever he was called upon to be at the offices or the theater, the entire staff welcomed him warmly and he spent his time working and entertaining them with his sarcastic humor. Everyone but CC, of course. It had never vexed her that her employees didn't quite take to her, with the supremely rare case of Elizabeth, but it felt eerily similar to her days working at Max's manse, when Maxwell, Fran, and Niles would chat and laugh and Niles would ostracize her with a cruel remark.

Due to Maxwell's request and CC's own sense of propriety, she wasn't able to partake in the usual banter (and she doubted Niles would even take the bait anymore), and so she was cast aside. Back to the Bitch of Broadway, feared and revered, but always unquestionably alone.

She jumped mightily in her seat when her office phone rang and she panicked even more when she realized she'd wasted fifteen minutes of introspection when she ought to have been preparing for the weekly conference call with the backers.

"CC Babcock," she said coolly as she picked up the receiver and tucked her hair behind her ear.

* * *

Niles stood in the vestibule of the Sheffield residence, feeling singularly uncomfortable. Jen stood next to him, her hand clasped in his, and she seemed woefully unaware of her boyfriend's discomfiture. She stared in awe at the elaborate wrought-iron doors and at the glimpse of the lavish foyer through the sheer curtains.

A butler resplendent in a tux and tails pulled open the door and greeted them stiffly. Niles' awkwardness increased dramatically as he handed his coat to another butler, who promptly hung them up and led them into the dining room.

"Hi!" Fran exclaimed loudly, throwing her arms around Niles in a suffocating embrace. She turned to Jen and greeted her just as enthusiastically, giving her a gentle hug.

"Good evening, old man," Max greeted, shaking Niles' hand.

"You, too. Max, this is Jen; Jen, this is Maxwell Sheffield," Niles said, introducing the pair. They, too, shook hands and then sat at the dining room table; Max and Fran in their regular seats and Niles in Maggie's usual seat with Jen on his left.

The butler served them crudités as an appetizer and returned to the kitchen, undoubtedly to finish the meal. Niles took a carrot and began crunching on it nervously, avoiding Fran's eye.

"So, Jen, what do you do for a living?" Maxwell asked.

As Jen launched into an explanation of what she was doing now but what she really wanted to do later, Niles' attention wandered. The mansion hadn't changed at all in the year or so since he'd been employed here. The art on the walls, the silver serving platters on the side table, the Oriental rug under the dining table: it all remained exactly as Niles remembered it, and it bothered him greatly.

How could so much have changed and yet there were no signs of it? Why weren't the walls screaming in their displeasure at having such a boring scene to look upon day after day? Didn't this house miss the family that was now splintered and shattered?

Niles immediately flashed back to the last time the complete family had sat down for a meal. Max and Fran were right where they were, and Maggie and Brighton were where Niles and Jen currently sat. Gracie sat next to Fran, and Niles and CC had sat at the other end, with Niles facing Max. Sylvia, Yetta, and Morty had actually shown up for dessert, and so the family had crammed themselves around the table.

Niles remembered listening to Fran and Sylvia go back and forth about the proper way to eat a pie and everyone began laughing heartily as the Fine women proceeded to display their preferred methods when he'd felt CC's hand drift to his thigh. He'd turned to her and smiled, enjoying the intimate gesture, when he saw a playful gleam in her eyes. That alone was enough to arouse his interest, among other things, but then her hand had begun to creep up his leg, torturously slowly, until it had finally found what it was seeking…

Fran's laugh pierced his memories and he returned to the present, looking sadly around at the empty table. He was sure the children were somewhere in the house but had declined the opportunity to eat dinner with someone they didn't know. He also reflected that it had been a very long time since he'd seen the children and they were probably angry with him…

"So how did you two meet?" Maxwell asked politely, pouring more wine into his glass and offering some to Niles, who nodded.

"Would you like to tell?" Jen asked, placing a hand on his knee. How strange it was, Niles thought, that she still felt so timid when being intimate with him. His mind flashed to CC, who'd immediately taken to holding his hand and pressing her lips to him in public. Then again, Niles surmised, he and CC had taken such a long, winding path to their relationship that it was no wonder they'd settled into their roles so immediately.

"You can," Niles granted with a smile. "You tell it much better."

"Such a flatterer," Jen remarked, rolling her eyes. "Actually, Maxwell, it was right around the time you bought Niles' play."

"Oh, really," Fran said interestedly, looking instead at Niles. As usual, Niles looked away from her gaze. Jen continued explaining the story to Max though Niles noticed Fran only seemed to be paying half of her attention to the conversation. Then again, Niles thought glumly, that was half more than he was paying.

* * *

After dinner, Maxwell took Jen on a tour of the house while Fran stayed behind with Niles. They stood near the wet bar, Niles preparing himself another drink. Fran stood next to him, mentally deliberating something, before she tapped her chin and appeared to settle her inner dispute.

"Niles, I like her," Fran said.

"You do?" Niles replied, bringing the crystal glass to his lips.

"I do," Fran agreed. "She's sweet and kind. Just what you need."

"Hmm," Niles said noncommittally.

"Is she coming to the Halloween party you're throwing?"

Niles followed Fran over to the living room sofa and looked at her, puzzled. "Halloween party?"

"Yeah, ya know, the party we talked about last week?" Fran elaborated.

"You mean, when you said to me, 'Niles, I haven't been to a party in months,' and I agreed that I hadn't either, so you suggested that we go to one soon?" Niles asked.

"Yeah!"

"Fran…that wasn't me offering to throw a Halloween party."

"But how much _fun_ could it be? Max hasn't even seen your loft. You made a bunch of new friends with the restaurant and with the play," Fran said, her excitement level rising simultaneously with that special feeling she got when she meddled.

"Oh, but I hate Halloween parties," Niles muttered with a disgusted look on his face. "People frolicking about in masks so you never know who you're talking to, everyone too full of candy to enjoy any food you prepared."

"Easy, butler," Fran remarked. "I didn't say costume party. Just a Halloween get-together. Like a house-warming party with more candy."

"I don't know, Fran. It sounds like a lot of work in a short amount of time."

"Work? Take the leftover food from your restaurant and slap it onto a tray," Fran said dismissively. "I know the kids would love to see you." Fran saw his resolve weaken at the mention of the children and went in for the kill. "You could let everyone meet Jen and see how happy you are…"

Niles swirled his drink with his left hand and watched the ice cubes clink into each other. "Actually, Fran, that sounds like a wonderful idea."

* * *

"You're going," Elizabeth said flatly.

CC walked through the maze of the background of the theater, half hoping to lose Elizabeth in the myriad of curtains, ropes, and wires. Glancing down at her clipboard, CC reached high above her head and flipped a large stage light on and off before checking off a box on her sheet.

"Elizabeth—" CC began.

"No," she responded resolutely. "You've _drowned_ yourself in this production and you haven't done anything else in the last month. It's Halloween this weekend! What else are you going to do? Pass out sugar-free, gluten-free candy to the Park Avenue brats?"

CC raised her eyebrows and turned to look at Elizabeth. "You forgot calorie-free."

Elizabeth snorted in laughter and shook her head, following CC as she began tugging on the ropes, testing the curtains. "Come _on_, CC. You're killing me. Why don't you want to go?"

"Do you have to ask?" CC muttered, wrenching the ropes back into place.

"Yes, it could be horribly awkward to attend a party at your ex-boyfriend's loft where your employees, most of whom don't quite like you, are going to be and where it's more than likely that you'll see his current girlfriend…"

"Really convincing me to go, you know," CC said, nodding sarcastically. "I might even show up early now since I'm so pumped."

Elizabeth sighed. "I just don't like to think of you sitting alone in your museum of an apartment this weekend."

_And it didn't bother you any of the other weekends?_ CC thought unfairly. "Look, Elizabeth, I'm very happy that you're happy with Nathan—"

"No, you're not."

"You're right; I hate being around your even-worse-than-before optimism about this rosy world we're lucky to live in," CC admitted. "But the very, very small part of me that isn't selfish is reluctantly happy that you're happy. I cannot, however, abide by this Mother Hen instinct of yours, especially since you're ten years younger than I am."

"Mother Hen?" Elizabeth repeated, scrunching her face. "I'll take it. But that would make you a chicken." CC's face colored slightly as she walked onto the stage and gave a worker the signal to test the spotlights. "Either way, let's not go, then. We can stay in and have snacks and watch movies all night."

CC turned to Elizabeth and found that her fair face was iridescent in the bright light. "That's the most convincing argument I've heard yet to make me want to go."

"Hey!"

"No offense," CC offered with no sympathy in her voice.

"I don't see how one couldn't take offense to that but luckily I don't take many things personally," Elizabeth replied, undeterred. CC turned away and began making notes on her clipboard to hide her smile; in these moments, more so than any other, Elizabeth so resembled Sara that CC wondered if her old friend had a sister she never knew about.

"I don't see why you want me to go so badly," CC said, signaling to have the spotlight turned off. She blinked rapidly to adjust to the lower light and began traipsing offstage.

Elizabeth couldn't say the real reason, of course; she couldn't explain how she noticed Niles' longing glances at CC or how CC's eyes clouded over sadly whenever Niles greeted her stiffly. She couldn't begin to describe how it affected her so deeply, so how could she relay it to CC? She genuinely wasn't sure why she wanted CC to be happy, but ever since Elizabeth had met CC, she'd wondered where the silent loneliness came from. And once she'd met Niles, she realized how it could go away.

That, and she'd been lucky enough to witness one of the infamous Niles and CC verbal battles several weeks ago before they became a rarity, and nothing could have solidified Niles being perfect for CC more than that did.

"It just seems like fun," Elizabeth explained lightly. Elizabeth wracked her brain to think of the perfect incentive and suddenly, like a flash of divine light, she realized how. "It sounds like it'll be a formal occasion. You could wear that new Dior gown and show off how much better you'll look than…than everyone else."

CC wrinkled her nose, as though she could smell a cheap, flowery perfume. "I don't know…well, if it'll make you happy…" CC shrugged in surrender and Elizabeth preened.


	9. Chapter Eight

[A/N: Longest chapter yet! Yay for that. Another thanks for all of the amazing reviews-we're entering some of my favorite chapters of the story, so without further adieu...]

**Chapter Eight**

Fran, Max, and the children stood grouped on the sidewalk in front of Niles' building. Fran clutched her velvet wrap around her, watching as her breath came out in clouds. Max stood uncertainly, glancing up at the tall brick building, its smooth façade broken by small terraces here and there.

"Should we, er, go on in?" Maxwell asked.

"Sure," Brighton said, breaking away from the group and sauntering toward the concrete steps leading to the entrance.

"I don't see anyone else," Fran said uncertainly, hating the feeling of insecurity.

"You've been here before, Fran," Maggie pointed out, eager to get inside and warm up.

"That's true," Fran agreed. "Oy, what are we doing? I'm turning too gentile. He's like family! Let's just go in."

Just as the family turned as a group and began to walk toward where Brighton stood perched on the top step, they turned in unison toward the sound of heels clacking on the sidewalk.

"Is that Miss Babcock?" Grace asked, squinting in the diminished light.

"Wow," Brighton managed, his eyes as wide as Fran's.

CC stopped next to the family and smiled brilliantly, adding even more to the ethereal effect she presented. She wore a royal blue gown that appeared to be made specifically for her, with a plunging V that gathered in a diamond accent right below her breastbone. The dress dropped in a slinky A-line to the ground, though the light breeze revealed hidden panels of extra fabric gathered flatteringly at the back that blew out behind her like some sort of goddess.

"Girl's night out, huh?" Fran asked playfully, motioning to the low cut of CC's dress.

CC laughed huskily, masking the sound of Brighton's whimper. "I'll take it as a compliment, Nanny Fine."

"Aren't you freezing, CC?" Maxwell asked.

CC paused, as though Niles' voice would float down from above with a comment about the Ice Queen. "It's not too bad, Maxwell. Shall we go in?"

Maggie and Grace manually turned Brighton and frog-marched him to the front door and Max followed his children. CC reached over and grasped Fran's arm before she could continue.

"Nanny Fine, do I look…I mean, is it too…I just—" CC stammered.

Fran reached over and placed her gloved palm on top of CC's hand. "You look amazing, Miss Babcock. Niles will flip his feather duster."

CC stood taller, preening slightly from Fran's compliment, and replied dismissively, "Oh, Nanny Fine, that's not why I wore this. I just wanted to make sure I look all right."

Fran linked her arm into CC's and together they walked up to the building. "Sure. Your hair looks fabulous, too."

"This?" CC asked, raising her right hand and gingerly brushing her simple updo. "No time at all." The women joined the group in the elevator and rode it up to Niles' floor; bolstered by CC's confident appearance, the family trotted to Niles' front door and knocked.

Niles pulled it open almost immediately and greeted the family warmly with special enthusiasm for the children. He took everyone's coats and directed them inside, pointing out where the food was, and turned in time to see CC sashay over the threshold, her dress flowing attractively around her legs.

His breath caught in his throat; now _here_ was a dress he hadn't seen before. "Babcock. Shouldn't you be hovered over a cauldron or something?"

CC's heart swelled at the insult; she'd long since accepted that something was very wrong with her psychologically, considering one insult from Niles gave her more of a thrill than fifty men proclaiming how gorgeous she was would. Outwardly, however, she smiled evilly and brought a hand up to the torso of her dress.

"Niles, is there something on my dress? You seem to be staring at it…is there a thread poking out?" CC asked innocently, shifting so that Niles could glean a view of her back, half of which was exposed by the dress.

Niles almost melted in a puddle and immediately swore at himself. This was precisely the thing he'd told himself he'd stop doing. What was it about this woman that could erase the past month of stilted, professional conversation and replace it with a fire inside that dictated he take her upstairs immediately?

On the other side of the conversation, CC was having a similar battle with herself. A month ago, she'd nearly screamed at Niles to leave her alone, and now here she was, practically laying herself before him like a buffet? Oh, this was a stupid idea. CC dealt with enough self-loathing as it was; she really needed to stop putting herself in situations where it magnified.

The couple stood at the doorway, stuck in a silent moment, and were luckily saved by the arrival of more employees from the restaurant. Niles cleared his throat and thanked his lucky stars when CC walked past him and further into his loft.

As soon as she stepped away from him, she recovered and took in her surroundings. In days past, CC would remark how this was such a step up from living in his room, but the remark died in her throat as she admired his loft. The smooth white wall behind her ended in the corner to her right, where a sizable oak desk sat with a computer atop it. The wall extending from it was covered almost entirely in windows, and the wall directly in front of her was made of exposed brick.

Squashy leather furniture stood around a television currently tuned into horror movies. Her eyes traveled to the left where she ignored Niles animatedly greeting Sheffield-Babcock Productions employees and saw that the loft jutted to the left, containing a dining room table now laden with Halloween-themed food. In the middle of the brick wall stood a wrought-iron spiral staircase that led directly into Niles' bedroom.

CC walked over to the dining room table and stood next to Fran, glancing into the kitchen. Immediately she knew Niles had likely selected this loft due to its kitchen; high-end appliances and granite countertops complemented the cherry cupboards and polished wood floor. In the back of the kitchen was a small breakfast nook, the perfect size for two people.

"Isn't this place something else?" Fran asked, offering CC a glass of white wine. She took it gratefully, fingering the thin glass and long stem.

"Certainly a fancy abode for a former butler," CC agreed.

"Former butler?" a short girl CC recognized with a jolt as Jen asked.

"Yes," CC replied disdainfully. How rude to just jump into a conversation! The nerve…

"I'm sorry, but what do you mean by that?" Jen asked.

CC stared at her and Fran sensed an acerbic remark forthcoming.

"Don't you know what Niles used to do before he owned the restaurant, sweetie?" Fran questioned kindly.

CC narrowed her eyes at Fran; the nanny was supposed to be on _her_ side and yet here she was, fraternizing with the enemy. The enemy in a horrible red dress with that dollar-store fragrance emanating from her.

"Actually…" Jen paused, stumped. "No, I guess I don't. He was a butler?"

"Yes, embarrassing, isn't it?" CC interjected.

Jen looked at CC, surprised at her spite. "Actually, I think it's rather noble."

"Noble?" CC snorted. "Do you _know_ what a butler d—"

"Excuse us, Jen, I just saw an old friend we should say hi to," Fran said apologetically, grabbing CC's elbow and hoisting her away. She stopped near the spiral stairs and folded her arms across her chest. "Hey, Snake Lady, can you suck in your venom for one night?"

"I don't know what you mean," CC said with dignity, sipping her wine.

"Miss Babcock, can you even _try _to be nice?" Fran asked.

CC stood glancing over her shoulder and turned back to Fran, evidently not hearing her question. "Nanny Fine, she's a poor replacement, isn't she?"

"Replac—oh." Fran stopped and was reminded forcibly of how it felt to see Danny with Heather Biblow. "Miss Babcock, she's not a replacement."

"One girlfriend out, another one in; that's what a replacement is," CC muttered, taking another sip of wine.

Fran shook her head. "No. If she were a replacement, she'd be a poor one. But you can't look at it like that."

"Then how should I look at it?" CC asked, staring at Fran for a full thirty seconds before she laughed sardonically. "Exactly." She turned on her heel and walked towards Niles' desk, where Elizabeth stood.

* * *

Jen stood near Niles' elbow, smiling politely as he greeted other guests. When the line of people entering the loft slowed, Jen tapped Niles' shoulder.

"Party's going well, isn't it?" Niles asked, smiling at her.

"It is," Jen agreed. "Who…ah…who is that?" She pointed subtly over to Niles' desk, where the tall blonde in the stunning gown stood talking to Nathan and his girlfriend. Jen's mind immediately reversed to last month, when she'd seen Niles talking with the same blonde at his bar. She hadn't bothered to ask who the woman was at the time, figuring her to be another regular, and she suddenly found herself wishing she had asked.

Niles' stomach dropped but outwardly, he smirked. "That's CC Babcock."

"One of the producers who bought your play?" Upon Niles' nod, Jen continued, "She was talking Fran over there, near the shrimp. She said something about you being a butler."

Niles' stomach slipped a little further, settling somewhere near his knees. "Oh?"

Jen looked at him, slightly annoyed with his lack of response. "Well, were you?"

"Yes. I was a butler for nearly twenty years, ever since I came to the States," Niles answered, holding up his chin.

Jen's face crumpled in confusion. "How did CC Babcock know this and I didn't? She's just your boss."

Niles almost opened his mouth to refute that statement, partly because it felt so odd for CC to be his boss but mostly because she had been so, so much more than that. "Well, I was Maxwell Sheffield's butler."

"So you were Maxwell Sheffield's butler, and CC was his business partner, but now you wrote a play for them?" Jen asked.

"Yes."

"I'm sorry, it's just surprising. What else don't I know about you?" Jen questioned playfully, toying with his tie.

"What would you like to know?" Niles asked in a low voice, grinning and sliding his hand to her backside.

"Niles!" Jen exclaimed, stepping away from him. "There are people here!"

Niles clamped his hand into a fist and nodded apologetically. What had gotten into him? He couldn't stop picturing the way CC's dress clung to her waist, wanting more than he should to slide his hands around her and feel the sumptuous material…

"Anyhow," Jen said, recovering from the momentary public embarrassment, "she doesn't seem to like you very much."

"Mrs. Sheffield?" Niles asked, deliberately misunderstanding her.

"No, CC Babcock," Jen elaborated.

"Really?" Niles asked. Jen wondered why a small smile came across his face at this, and she couldn't help but feel a pang of jealousy over how CC looked in her dress.

"She said it was embarrassing that you used to be a butler," Jen said brazenly, wanting Niles to feel as angry as she did. To her infuriation, he chuckled.

"Yes, she would, wouldn't she?" Niles replied. Jen had no way to answer this and was saved from having to, as more people from Sheffield-Babcock Productions arrived.

* * *

CC sauntered away from Nathan and Elizabeth when their adorableness became a little too much to swallow. She gulped down the rest of her wine and returned to the food area, hoping to refill her glass. Happily, she found a bottle being chilled on the table and generously filled up her glass. She felt her head swim a little and knew she ought to eat something soon, so she set about inspecting the food array.

There was the shrimp tray that Fran had commandeered, along with other staples for a party with limited seating. She watched as someone she didn't recognize plucked up a cracker and felt her heart plummet to the ground when she saw a platter of canapés. Automatically, she reached forward and grabbed the small puff pastry, stuffed with spicy sausage and topped with an artfully sliced cucumber. She pinched the canapé, staring at it solemnly and wondering when she'd reached the point where appetizers could upset her.

"Are you going to eat that?" a dashing young man asked her with a rakish grin. It was a lame attempt at conversation with the blonde in the bombshell dress, but he didn't care and she didn't seem to notice.

"No," she mumbled, passing the canapé to his outstretched palm and turning abruptly to walk away.

Niles still stood near the door with that loathsome plaything of his, so an early exit was not a possibility yet. Elizabeth still stood enthralled with her boyfriend, and Fran stood with the shrimp tray near the television, talking excitedly with Elaine and Maxwell. Horrified, CC felt her eyes growing hot and knew she needed to be alone. She sidestepped a group of men discussing football and met the spiral stairs; impulsively, she began climbing.

The stairs opened to Niles' bedroom, as she'd predicted, and she felt a pang when she recognized his same comforter from the embarrassing butler days. The ceiling slanted through his bedroom and she saw a door in the wall straight in front of her, presumably leading to the bathroom. Still clutching her wine glass, CC stepped over to the bed and sat down, unable to shake the feeling that she was intruding upon something.

She took a large mouthful of her wine and gulped it down, hoping to restore her calmness. But the canapé…she sighed and rubbed her forehead, wishing she were able to scrub memories of him from her mind. Had he made those on purpose? Did he remember that it was what he'd prepared for her on their first "date"?

Maxwell had taken Fran and the children on a holiday to celebrate the last weekend before school began. CC had worked late, Niles had entered the office with a small plate of the canapés, and he wouldn't leave the office until she'd eaten one. CC smiled as she recalled how he'd looked at her with such concern, seeing the stress on her face. He'd grabbed the small remote and turned on the radio, hoping to lessen her tension with music, and immediately started blushing when "Old Time Rock 'n Roll" had started playing. CC had laughed hysterically, the two had started dancing along, and the rest…well, CC reasoned, it wasn't quite history yet, was it?

Tears sprang to her eyes and she held her breath, willing away this physical display of weakness. When she felt them subside, she released her breath and sipped her wine. She set her hand on the comforter and felt the soft material beneath her fingers, remembering how warm it was and how it felt to wrap it entirely around her.

"Get it together, Babcock," she admonished herself quietly, closing her eyes to once again attempt calmness.

"Talking to yourself, now? I knew you'd lose it someday," Niles said, bracing himself with two hands on the wrought-iron railing at the top of the steps.

"I'm sorry," CC said immediately, standing up so quickly that her head started to swim slightly again. "I was just…looking for the bathroom."

"Bathroom's that way," Niles told her, pointing to the door. "If you'd like, I could set up a newspaper in the corner for old time's sake."

"No, that won't be necessary," CC replied in a hurried tone. Niles wondered what had suddenly made her so anxious.

"CC, it's me," Niles said with a sigh. He walked further into his bedroom and stood before her. She poured the rest of the wine into her throat and looked for a place to set down the glass. He silently took it from her and set it on the cherry dresser a few feet to his right.

"What do you mean?" she asked falteringly.

"Stop with the pleasantries. That's not us. It was never us," he told her, stepping closer. Her breath caught in her throat.

"I just…Maxwell said…I was being professional," she grasped at her last remaining straw, entirely unnerved by his proximity. It was strange enough to be in his bedroom again, and her head was foggy with wine and the familiar scent of his cologne.

"It's _me_," he repeated.

"That's the problem," she said softly.

Niles stared at her, suddenly aware that she stood in his bedroom. He looked at her eyes, wondering why she looked so sad and feeling that familiar urge to protect her from whatever troubled her. A day would never pass, he realized, when she wouldn't affect him in every way.

"It's been so long," he began in a soft tone, reaching up and pushing a stray piece of hair back into place, "since I've seen you so close."

"Your hands," she breathed quietly, reaching up and grasping onto his hand before he pulled it away.

"My hands?" His heart began beating furiously at the small contact of their skin.

"They smell the same," CC said, her eyes fluttering closed. She brought his hand up to her face and for one crazy, exhilarating second, Niles thought she would kiss his fingers. But she pressed his hand to her cheek, right next to her nose.

"They smell like garlic, and onions, and salt…and if you were baking, they'd smell like vanilla and sugar," she continued. She slowly opened her eyes, and Niles saw they were glassy.

"CC…"

She let his hand slide from her grasp, and he took the opportunity to place it on her waist. Right away, she felt his hand warm her skin and she reveled in it, marveling at how his hands had always fit so perfectly there, as though she were made to fit him. Her eyes flickered from admiring his broad shoulders up to his eyes, which had begun to hungrily look at her face.

Just as she caved in to her overwhelming, pressing desire to sink into his embrace, for it had been too long since she'd felt him against her, CC's mind snapped back to reality and she took two full steps away from him. His hand grazed her and fell limply to his side.

"This was a mistake," she told him, wishing she had something else to look at or do.

"What, exactly?" Niles asked.

"Everything, all of it," she said, motioning desperately to her surroundings. "Coming to this party, seeing you again, agreeing to produce your play…"

"You act as though you didn't know any of this would happen," Niles said, unduly aggravated by her sudden change of heart. "You elected to produce it, and that would necessitate seeing me again."

She shook her head rapidly, dislodging more strands of hair. "I didn't know it was yours. Maxwell didn't tell me, and the script didn't have your name on it."

"Would you have produced it if you had known it was mine?" Niles asked, momentarily ignoring Maxwell's unsurprising callousness to CC's emotions.

"That's not a fair question," CC said. "And it's irrelevant anyhow."

"But I want to know. Would you have?"

"Knowing what I know now? No," CC said harshly. "I wasn't prepared to see you again and I certainly wasn't ready for you to be back in my life."

"Well, I'm horribly sorry for the inconvenience I present to your life," Niles said loftily, giving a sanctimonious bow.

"You know that isn't what I meant. Stop taking it personally," CC snapped.

"Once again, you display your remarkable lack of awareness to matters of the heart," Niles retorted just as snappishly. "It _is_ personal, Babs. It's always personal with us."

"Stop," CC said immediately. "Stop saying 'us' as though it's something…quantifiable or-or explainable. Or something that still exists."

"It may not be what it was, but I'd say it still exists."

"No. It doesn't. That's what happens when it just doesn't work and your relationship implodes."

"If I can't say 'us,' then you can't say _that_. Don't say it didn't work like we weren't compatible or something bugger-all like that."

"It didn't work, Niles," CC replied with a sigh.

Niles walked to her again, and the intensity in his eyes rooted her to the spot. He reached up one hand and cupped her face, surprising her with his gentleness. "I may not know much, baby, but I know it was the timing. The timing was off, not us."

CC began to shake her head, but he stopped her movement by bringing up his other hand and pressing it to her face. His thumb brushed her cheek and he surveyed her face with a look of utmost appreciation in his eyes.

"You look so beautiful tonight," he told her in quiet tones, keeping the secret between them. She shifted uncomfortably and he chuckled. "You never could take a compliment."

"I'm still not used to receiving them from you," CC muttered, keeping her hands balled into fists to stop them from reaching up and pulling him to her.

"Perhaps I shouldn't have wasted so much time insulting you, then," Niles admitted, running his hands from her face to her shoulders.

"But then I never would have known how repulsive you found me," CC said, hoping he recognized the invitation to prove that he thought just the opposite of her.

She felt his fingers clench slightly on her shoulders and her hands came up instinctively to his torso, recognizing the slight shift in his posture, knowing what was coming, and she came closer to him, tilting her head, when—

"Niles?" a voice rang out up the stairs, and the two sprang apart as though suddenly doused with water. Both looked at each other with mirroring faces of disappointment, knowing what had just barely been stopped, when Niles turned and walked down the stairs, apologizing to Jen and saying he'd needed to use the restroom.

* * *

Fran plucked another shrimp off of the platter and watched Niles smile at Jen and slide his arm around her waist, walking off. She spied him pressing a kiss to her temple before they disappeared into the kitchen. Tossing the tail back into the pile of shrimp, Fran placed the tray on top of the entertainment center and hurried up the spiral staircase before Maxwell could stop her.

"Oy, too many shrimp and spiral stairs are not a good combination," Fran muttered, gripping her stomach and coming to a halt. She glanced over and saw CC sitting on the edge of Niles' bed. The blonde producer had her head in her hands, and her exposed shoulders seemed to imply her vulnerability.

Fran walked over and sat next to her gently, draping her arm around her shoulders as only Fran could. "You ok, Miss Babcock?"

CC nodded silently.

"What happened?" Fran asked quietly.

Shaking her head, CC laughed derisively. "I don't know. I never know."

Fran scrunched her mouth quizzically and elected not to say anything. No sense poking the strangely calm dragon.

CC continued shaking her head, like a glitching doll, and sat up fully, turning to face Fran. Fran knew CC was a professional when it came to holding back tears, but it was obvious that were CC Babcock a more normal woman, she would have already fallen apart by now.

"What happened?" CC asked, looking at Fran with such frank distress that Fran felt her own eyes welling up.

"I don't know, sweetie," Fran replied gently. "You never told us."

CC laughed again, and Fran knew it was more to keep from crying than finding any humor in this situation. "I need to get out of here. I never should have come here."

Fran respected CC enough to not attempt to talk her out of it and merely watched sadly as her friend descended the stairs, the lonely socialite in her stunning dress.

She stood from the bed, sniffling and opening the door to the bathroom in search of a tissue. "Come on, Niles, ya couldn't replace the Kleenex?" Fran mumbled to herself. Hoping he had some up here, Fran stepped back into his room and pulled open the drawer in his nightstand. Fran's jaw dropped and she delicately pulled out a small velvet box.

The chatter from below drowned out the almighty gasp the nanny gave as she pulled open the box and saw a shimmering, flawless engagement ring cushioned inside.


	10. Chapter Nine

[A/N: This may be the chapter I'm most insecure about...not entirely sure why. I hope you enjoy!]

**Chapter Nine**

As soon as Fran, Maxwell, and the children entered the mansion, the kids marched up the stairs and went into their various rooms. Max loosened his tie and entered the living room, reaching for the crystal decanter of brandy.

"Care for a nightcap, darling?" Maxwell asked, jiggling the snifter into which he'd poured the amber liquid.

Fran tossed her velvet wrap carelessly onto the cream couch, wringing her hands and pacing around the living room.

"Darling?" Max repeated, looking closely at his wife. Maxwell thought she'd seemed uncharacteristically quiet on the drive home, though he'd attributed this to tiredness. Now, however, as he witnessed her atypical anxiety, he knew something was wrong. "Sweetheart, what is it?"

"Oh, Max, I don't know," Fran said, her voice breaking. Maxwell immediately poured another snifter of brandy and forced it into her hand, smiling patiently as she took a small sip. "Ugh, oy, ew. No. That's horrible. An ice cream cone would be much more soothing right now."

"I could go wake Charles—" Max began, but Fran cut him off by her shaking head.

"No, no, I'd feel too bad. See, that's why I miss Niles—" Fran's eyes filled with tears and she began shaking her head vehemently again.

"Darling, what is it?" Maxwell asked. "Did you quarrel with Niles?"

"No, of course not," Fran gulped, declining another brandy offer and instead electing to sit on the couch.

"Then—"

"Niles is gonna propose to Jen."

"Well, sweetheart, that's fabulous!" Maxwell exclaimed. "Oh, you're so sweet, getting excited for Niles like that. I'm so happy for him!" Maxwell raised his glass. "Well, cheers."

Fran stilled and stared at Maxwell as though he'd grown a second head without a gray streak. "Wha?"

"The man deserves some happiness, finally! And at a perfect time, with the play and the restaurant," Max said.

"But-but-but," Fran spluttered. "_No_! It's wrong! He isn't supposed ta marry _her_!" Fran realized she must be upset; her Queens accent was getting heavier and heavier.

"Oh," Maxwell said softly. "Darling, things between Niles and CC didn't work out. These things happen."

Fran brought her hands up to her cheeks and shook her head wonderingly. With a bemused expression, Fran realized that if she weren't so adamant, Maxwell would probably still be blundering along, refusing to make a commitment. The highly noncombative Brit, born into such an easy life, still didn't realize that there were things in life worth fighting for.

"Max, that's…that's not the point," Fran said.

"I think it is," Maxwell told her gently. "Sweetheart, I think we all thought Niles and CC would work things out. But they haven't, and Niles has found someone else. He deserves to be happy, and Jen obviously makes him happy." Fran made a face at this, and Max sighed. "I know you were hoping Niles would come back and work here."

Fran widened her eyes. "What are ya talkin' about? I nevah hoped…"

"You didn't have to say anything. I'd always secretly hoped he'd return, too," Max admitted. "He's a part of this family and things seemed…better when he was here. But he's a smart man and I think he's better off exploring his interests."

Fran's mind flashed back to Maxwell throwing a tantrum that Charles didn't know how to fold his socks properly, but she chose not to bring this up. "All right. I guess I wanted Niles to come back here. It's just…boring sometimes. The kids are all in school, Gracie spends more time with her friends, you work in a different office now…"

"I'm sorry," Maxwell said, placing his hand on her shoulder and rubbing it in soft circles.

Fran sniffed and nodded. "It isn't just that. Something just feels _off_, Max. I don't think she's right for Niles."

"Unfortunately, that isn't for us to decide," Max told her.

Fran furrowed her brow. "But it _should_ be. I mean…no, I don't mean that." She took a deep breath. "I just mean that…that friends should be able to step in and help if another friend is making a mistake."

"Fran, one of the things I love most is how you've helped raise our children. You let them make their own mistakes and they learn from it. It's the same with Niles."

"Max, letting Maggie wear white eye shadow for two weeks is _not_ the same thing as watching Niles marry the wrong woman!" Fran exclaimed.

"No, but it's the same principle," Max said, draining his brandy and standing up. "I know you like to meddle. But you've said yourself, you like Jen. Maybe we're wrong. Maybe it will all work out." He bent over and pressed a kiss to her forehead. "I'm going up to bed."

"I'll be up in a minute," Fran said, watching Max place his empty glass on the bar and walk up the sweeping staircase. She slipped out of her pumps and propped her feet on the coffee table, reclining into the cushions and staring up at the ceiling.

Eyes welled with tears, Fran watched as the low lights of the mansion muddled into dazzling orbs. As much as she missed being around Niles everyday and, God, even how much she missed seeing Miss Babcock, Fran was unselfish enough to want both to be truly happy. Whatever Max said to the contrary, she knew they could work through whatever may have happened; it only seemed insurmountable because both were so damn stubborn.

Making a frustrated noise, Fran smacked a pillow nearest her and wondered how Maxwell could have already forgotten what they'd been like, how happy they were when they'd been together…

_2 years, 2 months, and 5 days ago…_

CC sighed and pushed herself back from Maxwell's desk, resting her head against the leather chair. Despite the air conditioning, the stifling late summer heat still hung like a cloak about the place. It wasn't the newest mansion on the block, and the AC unit could definitely use a makeover. Glancing at the large desk calendar, CC at least consoled herself with the fact that it was August 26 and soon, it would be September with chilly breezes.

_Of course, then, I'll complain about the freezing office_, CC reasoned with herself silently. She gave herself a mental shake and pulled close to the desk again, determined to get as much done before Maxwell returned as possible. With a sinking feeling, she acknowledged that her business partner and the nanny would likely be engaged soon.

Ironically, the thought gave her a huge smile. Of course, she loathed the idea that Maxwell would soon be more distracted than usual, but she was so damn proud of herself for not caring one bit whether or not he was engaged. It was strange how liberating it felt to finally stop pretending to flirt with Maxwell, and it was gratifying that she and Maxwell could forge an actual friendship, like the one they'd had years ago, when Sara had still been alive.

Naturally, it didn't hurt matters that CC's lack of Maxwell-chasing had opened up several opportunities to flirt with the butler…

She supposed the turning point wasn't anything huge; if their toe-curling kiss from a year ago when Fran had left to meet her pen pal hadn't spurred them on to something more, CC knew nothing major would. But rather, it was the little things: the subtle, playful kiss she'd blown him after a particularly good insult; their wonderful time at the Broadway Guild Awards; the surprisingly fun time at his last single friend's wedding.

Nothing major told her that_ whatever_ she had with Niles was changing, but the twinkle in his eyes when he'd answer the door to her or the spring in her step after a particularly good jibe told her that something was bubbling beneath the surface.

With renewed energy, CC leaned over and began working in earnest.

* * *

A couple of hours later, CC's energy was tapped again, but her to-do list was only cut in half. Whatever jovial feelings she'd had about Maxwell had been replaced by bitter resentment.

"No, Maxwell, go on and have fun in the Hamptons," CC muttered to herself spitefully. "I'll take care of everything here, of course, never mind that it's two weeks until opening night. No, really, have fun with your _family_ on the _beach_ in the _sun_."

"You have conversations with Mr. Sheffield even when he isn't here?" Niles asked in disbelief from the doorway. CC's head snapped up and she couldn't help but flush with embarrassment that he'd heard her talking to herself. "God, Babcock, do you have a pillow with black and gray hair drawn on it, too?"

"This from the man who sleeps with his feather duster," CC shot back.

"Oh, I can do things with my feather duster that would make your head spin."

"I should think so. I'm allergic to dust," CC deadpanned.

Niles tsked and shook his head. "No imagination, Babcock." He stepped further into the room and set down a plate.

"What are you doing here?" CC asked, shuffling papers to locate the list of backers.

"I wanted you to try something I made," Niles told her, pushing the plate forward.

Only when she felt her stomach growling did she remember that she hadn't eaten lunch or dinner. As she reached forward to take what looked like a canapé, she glanced up to meet his eyes. "They're not laced with anything, are they?"

"Just your standard-grade arsenic."

"I've handled harder stuff," CC said dismissively, tossing the small appetizer into her mouth. Niles was about to respond with a risqué comment when CC moaned loudly. "Oh my _God_, this is good!"

"What are things no man has said in CC Babcock's presence ever?" Niles guessed.

"Shut up, Rochester," CC said. "This is _delicious_. God, you should open a restaurant." With a contented sigh, she grabbed another canapé and ate it before Niles could stop her. Rolling her eyes back, CC leaned against the chair and swallowed the tiny treat. "I forgot to eat lunch."

"I figured," Niles told her. "Mr. Sheffield leave you with loads of work?"

"As usual," CC sighed, looking down at the papers scattered on the desk.

"You ought to take a break," Niles suggested.

"I can't," CC replied, reaching forward and pulling the plate toward her. She ate up the rest of the food, capturing the crumbs with her finger and licking them off. "That was good. Thanks. Back to work now."

CC ignored the strange looks he was giving her and grabbed her pen, leaning her elbows on the desk surface once more.

"At least listen to some music," Niles said, stepping forward and grasping the tiny remote connected to the CD player. Pressing the 'radio' button, Niles turned and grabbed the plate next to her, starting to walk out of the room. Before he could cross the threshold, however, a familiar piano intro made him freeze.

"Why, Niles, it's your song," CC remarked, a laugh bubbling in her voice.

Niles turned around, his cheeks blushing slightly. CC looked up at him and figured the canapés must be swirling through her mind, for she'd never found Niles so adorable. Dimly, her mind registered that this was yet another small moment; Niles stood frozen in the doorway and CC had a choice to make. With a small grin, CC stood and walked over to him.

"Lucky for you, I remember the moves," CC told him softly. She kicked off her heels and began dancing in tune with the music, watching as Niles' face brightened with laughter.

"No, no, Babcock, you're doing it wrong," Niles said, setting the plate on the green leather sofa. He reached forward and grasped her hand, settling the other around her waist, and began swaying his hips exaggeratedly.

CC burst into laughter and began whipping her head around so that her blonde locks flared dramatically. Niles responded by pursing his lips and bobbing his head, impersonating the rappers he knew Brighton listened to. CC's laugh became higher-pitched, the most infectious and endearing sound Niles had ever heard.

When the song ended, Niles dropped onto the sofa next to the forgotten plate and CC leaned against the desk, both gasping for breath from the laughter and impromptu workout. Brushing her thumbs against her eyes, CC gulped in laughter and said, "Oh, I needed that. I haven't laughed that hard in ages."

Niles, whose shoulders were still shaking, replied, "I don't think I've _ever_ laughed that hard."

CC smiled sweetly and her eyes brightened when she heard "Summer of '69" start up. She hopped up and clapped. "Oh, I love this song! Dance with me?" she asked, opening her arms invitingly.

Niles had never seen such an exuberated display from this woman, so it was with some slight shock that he stood up. "You like this song?"

"It reminds me of Sara," CC confessed softly, a reminiscent twinkle in her eyes. "She loved to dance to this, so I'd always join in."

Niles smiled; it wasn't often that CC brought up her late best friend. Niles slid his arms around her obligingly again, and they began dancing and twirling to the upbeat song. "You're quite the dancer, Babcock."

"Don't make fun of me," CC said with a playful pout.

"Now, don't take this the wrong way, but I wasn't making fun of you," Niles told her.

CC laughed and raised her eyebrows. "You weren't?"

"No. You have such a…unique dancing style," Niles commented, watching as CC paused their shared rhythm to raise her hands in the air and swing her hips around animatedly.

She fell back into Niles' arms with another tinkling laugh and explained, "People have always made fun of how I dance. When my mother enrolled me in dance lessons, I got kicked out by every instructor for dancing however I wanted. At my sister DD's first wedding, there was a lull in activity and no one was dancing. How depressing is an empty dance floor? So I hurried onto the dance floor in my huge lavender couture bridesmaid's dress and I _struck —my—moves_." CC finished by punctuating her words with her various signature moves.

Niles laughed at her explanation, slid his arm more tightly around her, and remarked, "That explains whatever you were doing at my friend's wedding a few weeks ago."

"I've spent my life so structured and tailored," CC told him, doing a strange sort of hopping quickstep, "that dancing became an outlet. When I got a little older, I began to appreciate ballroom dancing more, but I never lost my taste for my original dance." Niles had never heard her share so much in one moment, nor had he ever seen her so hyper, so he shut himself up and let her continue. "And the best part is, most people just assume I'm drunk when I'm dancing, so they never say anything. The Park Avenue people never say anything if alcohol might be involved. So I figure, if I'm going to look like a fool, I might as well look like the biggest damned fool possible and have a hell of a time doing so."

CC spun herself out of his arms and twirled back into his embrace with a dazzling smile. Niles grinned back at her, pulling her closer and resting his lips next to her ear. "Miss Babcock…would you like to have dinner with me tonight?"

CC shifted her head so that her mouth lingered near his earlobe. "Will it be laced with arsenic?" she whispered.

Niles chuckled and as his warm breath cascaded over her neck, CC's skin flushed with goose bumps despite the 80-degree heat. "Nothing but the best for you, Babcock."

"I would love to," CC responded. "Assuming the Golden Arches aren't the backdrop to this romantic scene."

"Oh, don't be silly," Niles said, running his right hand through her hair. "I know you have a contract with Colonel Sanders."

CC stopped dancing and looked him square in the eyes. "As in, chicken?"

Niles nodded in confirmation. "As in chicken."

CC watched Niles' eyes sparkle and his lips quiver with the effort of holding back the mega-watt smile she was sure he was holding back. And suddenly, she knew. Without needing confirmation, without any sort of cataclysm to force them together, she knew how he felt about her.

"What are you staring at?" Niles asked.

CC moved closer to him and carefully framed his face in her hands, her palms cool against his still-flushed cheeks. "You."

* * *

[A/N: And before anyone asks...yes, that is my personal philosophy regarding dancing. I figured the playful part of CC would agree with me...]


	11. Chapter Ten

[A/N: I figured I'd post this before KB91 sent me another email asking where it was...many thanks, hugs, and love to my reviewers. It's because of you that this story is where it's at, as I hadn't originally intended for it to be this long. I hope you enjoy!]

**Chapter Ten **

Nathan walked down the sidewalk, his shoulders bunched up against the brisk breeze. It was officially November, and the sun was already retreating behind the increasingly sparse trees, despite the fact that it was only 6 pm. He'd been hoping that the sun would stay out a little bit longer; he and Elizabeth had planned to take a walk.

Stuffing his hands into his pockets as he rounded the corner onto her street, Nathan wondered what Elizabeth would want to do. With a soft smile, Nathan knew it would be something he didn't at all expect. He'd stopped by her place yesterday afternoon before the party and had mistakenly figured that they'd pass the time watching Halloween movies or some loathsome, mindless fluff television programming so many women her age watched. Instead, to his utter delight, they'd watched football the entire time.

"We don't have to watch this," Nathan had told her, thinking she only turned it on for him.

Elizabeth had looked at him strangely before replying, "Yes, we do. This is my _team_."

Nathan allowed himself another chuckle, wondering how he'd gotten so lucky. As he reached the concrete steps leading up to her complex's entrance, Nathan widened his eyes in surprise. "Hey, you."

"Hi!" Elizabeth replied brightly, beaming up at him. She stood from the top step, stomping her furry boots to increase her circulation.

"You weren't waiting long, were you?" Nathan asked with an apologetic tinge in his voice. "Sunday brunch was pretty crazy today and we got busy after."

"Oh, no, don't worry," Elizabeth replied, hopping down the steps to greet him with a sweet, chaste kiss. "Did you still want to go for a walk?"

"Yeah, but do you want to? It's getting kind of dark…"

Elizabeth laughed and responded, "Don't worry, I won't turn into a pumpkin until midnight." She crinkled her nose. "That didn't make much sense, did it? CC's retorts are rubbing off on me, but I don't think I'm quite catching on yet."

Nathan joined in her laughter and slid his arm around her waist as they began walking in tandem down her street. "It sort of made sense. Weird, but I could almost hear Niles making some sort of remark about werewolves and the moon…"

"Does Niles do that a lot?" Elizabeth asked, turning to peer at him. "Make snappy comebacks?"

"You mean Mr. British Sarcasm? _All_ the time," Nathan replied, rolling his eyes. "When we met in culinary school, he drove me nuts with it. It's like he was…I don't know…"

"Baiting you?" Elizabeth guessed. "Like he's trying to start a fight?"

"Yes! Exactly."

"But not really in a…"

"Not in a mean way, maybe?" Nathan supplied. "Does that make sense?"

"Yes," Elizabeth said. "CC does the same thing. It's almost as though she just likes to pester people."

"Oh, Niles definitely enjoys pissing people off," Nathan agreed. "He's not malicious or anything, but…yeah. He likes to annoy me."

"It's sort of odd, that that's how they communicate," Elizabeth said thoughtfully.

"Why do we associate with them, again?" Nathan asked.

Elizabeth slipped her arm underneath his and gave him a one-armed hug. "Because they need our wisdom and guidance."

Nathan laughed and nodded. "I'll agree to that."

The couple continued walking in harmonious silence, not heading anywhere in particular but enjoying the fresh air and the company. It was another thing he loved most about her: she seemed perfectly content to take aimless walks with no exact destination in mind. Normally, he hated this; he was the sort of person who seldom did something without purpose, despite how laidback he might seem, but Elizabeth's easygoing manner was innately soothing to him.

"How was Niles today?" Elizabeth asked curiously.

Nathan shrugged, expelling his breath in a puff of cloudy air. "He seemed ok. Pretty focused on the restaurant." The couple reached a corner and, without consulting each other, turned left. "Why?"

It was Elizabeth's turn to shrug. "Just wondering. I thought it was strange that CC left yesterday without saying anything."

Nathan nodded, his dark brown hair slightly disheveled from the breeze.

"I thought I saw her go upstairs at one point, but then later, Niles came down and right away, he wrapped himself around Jen and went off to the kitchen," Elizabeth continued, her face perplexed.

Nathan's handsome face contorted into a grimace. "Ugh."

"What? You don't like Jen?" Elizabeth asked with a knowing smile. They'd hit this topic a few times before, but Elizabeth was curious to know his true opinion. She'd asked him what his thoughts were on Jen a few weeks ago, but they hadn't been dating very long and Nathan undoubtedly didn't want Elizabeth to think he was cruel.

Nathan narrowed his green eyes. "If she weren't dating one of my best friends, I wouldn't mind." Nathan paused. "I just called Niles one of my best friends. He could be my father."

Elizabeth laughed and shook her head. "Oh, it doesn't matter. Age ain't nothin' but a number."

Nathan laughed loudly and reached down to squeeze her hand. He'd truly never met anyone like her. "I know. It really doesn't bother me. But sometimes I feel ridiculous. Anyway, if she weren't dating Niles, I wouldn't have a problem with her. And I don't really have a problem with _her_, exactly, but…I don't know."

"She's not right for him," Elizabeth said simply.

"Exactly. I just don't know how to make him realize that," Nathan said, a concerned look on his face.

Elizabeth smiled as she watched her boyfriend, knowing she was the lucky one. Not many 25-year-old men would be very concerned about their older friend's choice in significant other, but Nathan was unlike any 25-year-old she'd ever met.

"He's just so damn stubborn," Nathan continued, oblivious to Elizabeth's admiring glances. "You know what he's doing, don't you? He's just clinging to Jen now because he doesn't know what the hell else to do. He knows it's not right. He told me she's not The One. So what's the point, right? Except Niles has too much pride or something. I don't know what his problem is, but it's damn annoying."

Elizabeth worked to hide her smile at Nathan's righteous indignation. "I don't know why people are like that. I bet he _had_ been talking to CC upstairs last night. It probably didn't go well because it's _them_ and that's what they do, and so Niles came downstairs and reminded himself he had her so he'd feel better."

Nathan rolled his eyes. "Figures." He wrapped his arm around her shoulder, enveloping her in a bear hug. They continued walking and, bolstered by his annoyance with Niles, Nathan said, "I'm glad I found you."

Elizabeth grinned widely at him, standing on her tiptoes to press a kiss to his cheek. "I'm glad I was pushy enough to get you to take me on a date."

"You can't take credit for this!" Nathan exclaimed, his eyes sparkling. "This was all me. I saw you at the restaurant and _bam_, you were mine."

Elizabeth raised her eyebrows playfully. "Oh, really? Is that how you see it?"

"It's what I'll tell the grandkids, doll," Nathan responded airily.

Elizabeth smiled, feeling her happiness seep through her until even her fingertips felt tingly. "Then I'm glad you found me, too."

Nathan grinned back at her. "And I promise I'll never date someone like Jen, just to make you jealous."

"And I promise I'll never let you do that," Elizabeth vowed. They both chuckled at their conversation before Elizabeth paused. "Wait here!" She scampered across the street and entered a shop, the fog on its windows preventing Nathan from seeing its name. Moments later, Elizabeth returned to his side, clutching two ice cream cones with her gloved hands.

"You're _crazy_!" Nathan exclaimed admirably. "But, once again, great idea." They walked hand-in-hand, each person's free hand clutching their ice cream cone. Elizabeth joyfully licked her strawberry cone, while Nathan dug into his chocolate-and-vanilla swirl.

After a particularly large, satisfying gulp of ice cream, Elizabeth stared ahead thoughtfully. "What do you think happened between them?"

Nathan shook his head. "I have no idea. Probably something huge."

"How do you figure?"

"Well, if they're still so crazy about each other, you have to think that it had to be something pretty huge to break them up, right?" Nathan explained.

Elizabeth walked pensively and the two swapped cones wordlessly. Nathan hummed appreciatively at the sweet, tart strawberry soft serve.

"I don't know," Elizabeth finally said as they took their original cones back. "The way CC talks about it, when I can actually get her to talk about it, I think it just sort of…happened. Not a big fight or anything. Just didn't work out."

_1 year, 3 months, and 20 days ago…_

CC entered her penthouse and dropped her bags on the floor, uttering a distracted hello to Chester and immediately heading to her couch. She flopped onto it, exhausted. The cool leather was like a refreshing hug from the oppressive July heat. She slapped the couch a few times until Chester hopped up to join her.

"Ugh, Chester, at least the play opens soon," she muttered, scratching him behind the ears. "What's that, buddy? You miss Niles? Ok, I'll call him."

She slung her hand behind her and grabbed the cordless phone from the side table. Dialing the Sheffield's number, CC waited and drummed her fingers against her legs. After fifteen rings, she admitted defeat and hung up again with a sad sigh.

* * *

Forty stories below, Niles stood near the entrance to CC's building. He couldn't believe his luck; he'd actually convinced Mr. Sheffield to take Fran and the kids out to dinner. It came at the best time; he hadn't been able to be alone with CC in days. Tapping his foot impatiently, he propped Maxwell's cell phone against his ear and listened as the voicemail on CC's cell phone clicked on again. After a few minutes of searching through the contacts, Niles realized Maxwell didn't have CC's penthouse phone number stored in his phone, and Niles had never thought to memorize it.

With a sigh, Niles snapped the phone shut and wondered if he'd get lucky enough to follow one of the residents in and take the elevator up to CC's penthouse. Even as he thought it, he knew it was fruitless; the security in CC's building rivaled that of the White House.

Niles turned and walked back to the Lincoln, frustration evident in his face. He supposed it was all for the best; even if he managed to get to her door, there was no guarantee that she'd be there. It was with some surprise that Niles realized he hadn't spoken to her since yesterday morning.

He slid into the car and ignited the engine, flipping the air conditioning on. He had no desire to return to the Sheffield's; he'd truly had his heart set on seeing CC this evening. He wondered if she felt the same.

* * *

CC tossed the phone across her penthouse with an irritated growl. Chester jumped off the couch, startled, and ran off somewhere. She grabbed the remote and turned her television on, hoping it would distract her. Unsurprisingly, CC's anger mounted until her eyes began prickling and she pushed her palms over her eyelids.

Things weren't going well. CC's days were so busy that she was only free in the evening; Niles' availability didn't, of course, extend to those hours. He sometimes made it down to the theater to pry CC away for lunch, but the half hour would pass with irritated preoccupation for CC and frustrated glances from Niles. Even so, his midday excursions were becoming fewer and farther between, and CC was too afraid to ask why.

After Niles had cleaned up after dinner and ensured that the household was in order, he would sometimes venture over to CC's, but the long day and 15-minute commute only irritated him more when CC would fall asleep early, worn out. Now that CC thought about it, the last time he'd spent the night with her was the night before Independence Day; with a jolt, CC realized it was July 10.

She could usually calm down by reminding herself that things often got hectic before a premiere and that Niles' summers were busier than any other time, considering the children were home all day. But the excuses were wearing thin; they'd found time for each other the previous summer, right before a musical premiere.

Pivoting so that she lay prone on the couch, CC ignored the television and the sense of doom rising in her throat. She thought back to how easily they'd stepped into their relationship, to how quickly they went from bickering and flirting to kissing and…CC blushed. It had even been a while since _that_ happened.

CC Babcock was not, by nature, the most approachable woman. Never would she be like Fran, wearing her heart on her sleeve and her feelings on her face. The only exception was, naturally, anger; CC wore anger as gracefully and confidently as Audrey Hepburn wore little black dresses. And so when she found herself in a relationship with Niles, the only way for her to deal with her new feelings was to plow ahead recklessly, to climb the highest diving board and jump face-first into the deep end.

Part of the reason they'd so effortlessly transformed their relationship was CC's willingness to let it happen. When she made her decisions, she could usually stick to them stubbornly, and when she was with Niles, it was easy to do so.

It was when she was alone, when her doubts could creep in and take root like hideous weeds in an otherwise beautiful garden, that she encountered the most difficulty. Trust did not come easily to a woman like CC Babcock and she had strangely found that she mistrusted herself more than she mistrusted Niles. When she was with him, and he wrapped his arms around her and pressed his lips to her face so gently, she knew. Without question, she knew.

When she was alone, she wondered. She doubted. She worried. Worst of all, she feared. It logically followed that while she was an anxious soul, seldom did she have any sort of perceptiveness into her own habits and so she never realized the correlation between the time she spent alone and how much she began pulling away from him.

It never occurred to her to check her cell phone. Hours later, following a few too many vodka tonics and ill-advised romantic comedies on television, she reached into her bag and wondered why her business partner had tried calling but never left a voicemail. With a shrug, she tossed her phone back into her purse and decided that whatever it was, it could wait until Monday.

* * *

Niles slammed the kitchen door shut, enjoying the loud sound it made but enjoying even more that no one would come running to see what was wrong. He tossed the car keys onto the counter and sauntered over to the Sub Zero, opening the refrigerator and freezer at the same time to investigate its contents.

Well, if he couldn't be with his ladylove, he could at least enjoy whatever snack he wanted without having to worry about Fran plucking it off of his plate or Sylvia swallowing it whole. With a delightful smile, Niles pulled out the caviar and grabbed some buttery crackers before settling at the kitchen table.

Almost immediately, Niles felt guilty for thinking such bitter thoughts about one of his closest friends. He didn't know what had gotten into him recently, but he found himself growing more and more irritated with the people he encountered on a daily basis. He loved the Sheffields as family, but he couldn't help but feel as though he was taken for granted too often. Whatever Maxwell and Fran said to the contrary, Niles feared deep down that they viewed him as just a butler.

If they didn't feel that way, they had a strange way of showing it. In the past few weeks when Niles knew, more than ever, that he needed to dedicate some more time to CC, the family monopolized all of his time. Promises of afternoons off or weekends free were quickly rescinded when someone remembered something they just _had_ to do, something that required Niles' assistance.

Worst of all, Niles' annoyance had begun to seep into his relationship with CC. It was the age-old story of taking things out on those closest to him, but Niles' temper was too quickly ignited to fully reign in all the time. CC was a high-maintenance woman; this was no secret. With some women, that meant expensive dinners and constant gifts; for CC, it meant a steady presence and near-constant reassurance.

Her demanding nature perfectly complemented his giving manner, and things had actually been going well for quite a while. He even began to sense that CC was relaxing and beginning to trust their relationship. So, naturally, it was right around this time that school let out, Maxwell proposed to Fran, and preparations for the new play began in earnest.

Niles' time became less and less his, and he began resenting CC for requiring so much of it. He knew it was displaced anger, that his true quarrel remained with the Sheffield family, but Niles daren't stand up to Maxwell and demand more time to himself. He was, after all, a butler, and free time was not necessarily written into the contract of a servant.

The butler was half-French, however, and his hot-headedness was rarely something he could control. The normally unflappable man had found, ever since his youth, that once he had, indeed, been flapped, it was nearly impossible to pull his cap back on. It was a shame, certainly, for if he had taken time to calm down, he might have had the presence of mind to begin anew in his life (perhaps in culinary school) before his unhappiness with his job took its ultimate toll.

As it was, Niles sat in the kitchen and calmly spread caviar onto his crackers, annoyed that Babcock hadn't answered her phone. With a huff of annoyance, Niles wondered if she was ignoring him; deciding it was a distinct possibility, Niles told himself he hadn't wanted to see her that much anyhow.

Of course, at that point, the current butler could have no way of knowing that he would quit his job and pursue other life opportunities, but the catalyst to it happening was the demise of his relationship with the woman who was currently cuddled on her couch, wondering why her boyfriend hadn't called her.

* * *

Their relationship would end the next day.


	12. Chapter Eleven

[A/N: I hope everyone had a good holiday. And my...people don't like to see our Niles and CC apart, do they? Understandable. Enjoy what's coming!]

**Chapter Eleven**

CC pushed into the theater with a _whoosh_, her sleek black pumps announcing her arrival. Elizabeth glanced up from the stage, her blonde hair in a knot on top of her head and a paintbrush between her teeth. She sat with her legs crossed, clad in a pair of loose overalls, and a can of paint in her right hand.

"All right, listen up," CC called out, her demanding tone gaining sufficient attention without necessitating any yelling. All activity stopped and everyone but Niles turned to look at her. "First rehearsals off-script today. The read-through yesterday went well, so let's take some of that and put it into today. Be ready in five."

Those scattered casually around the theater began grumbling, undoubtedly about CC demanding they get straight to work minutes after she arrived at the theater. CC walked down the aisle, meeting Maxwell near row 5.

"Good morning, CC," Maxwell said, a hefty amount of kindness in his voice.

CC looked at him strangely before replying, "Morning, Maxwell. Did you get my memo about Franklin Cole?"

"Yes! Very impressive backer you wrangled," Max said admiringly. "I was surprised he promised so much—and with just six weeks left before opening!"

"He loves philanthropy—one of those guilty rich, you know—so I played up what we did with NYU's theater department last spring and he lapped it up like a hungry dog," CC explained. She paused and, knowing Niles stood within feet of them, waited for an insult.

Maxwell cast his eyes downward, thinking of how upset Fran had been ever since she found the engagement ring. He couldn't deny feeling sympathetic for the two, either, despite what he'd told Fran about Niles' happiness. "Excellent acquisition, CC," he said in a booming voice.

"Thanks," CC mumbled in reply.

"You, ah, you look nice today," Maxwell complimented.

CC stared at Maxwell. She knew she looked good; her Chanel frock was one of her favorite outfits, with its black pencil skirt, crisp white Oxford, and the cropped black vest that fit her like a glove. But it was so unlike Maxwell to notice any of CC's outfits (considering they weren't bedecked with flashing lights or candy bar wrappers, which was apparently his _thing_).

"What's going on?" CC asked bluntly.

"Nothing, nothing," Maxwell replied easily. "I just…what you said a few weeks ago still bothers me. I don't want you to think we aren't friends."

"Don't worry about it, Maxwell," CC told him breezily. "Forgiven and forgotten." This wasn't necessarily the case, but CC had little desire to begin a conversation about her emotions, especially with Niles in close earshot.

Maxwell opened his mouth to continue but CC held up her hand.

"Joshua! Chloe! Onstage," CC called out. The leads trotted onstage amidst the set designers and theater workers installing the lights. "Don't be nervous to go off-script. You won't need to worry about embarrassing yourself in front of everyone for at least another month."

Maxwell turned to his lead actors and smiled warmly. "What my business partner is trying to say is, it's the first rehearsal without your scripts at hand and no one expects perfection. Do your best."

CC rolled her eyes at Maxwell's fatherly handling of the actors and turned to sit in a seat. Maxwell sat down two seats away, and both producers pulled out pads of paper and a pen. CC grabbed a piece of gum and popped it into her mouth, chewing rapidly. She felt Niles' presence as he walked down the row behind her and sat near Maxwell's shoulder.

"Also, old man, feel free to chime in if there's something you'd like to add," Maxwell told Niles.

CC rolled her eyes and wished she could say something scathing about never needing Niles' opinion, but she knew she couldn't. Reaching into her bag, she withdrew her well-worn script and flipped it open to the first page. She shifted uncomfortably in her seat, hating the feeling of unrest that came with not insulting Niles.

Meeting Elizabeth's eye, CC saw her friend give her a sympathetic glance. CC shook her head and rolled her eyes again, earning a smile from Elizabeth. The set designer turned around and continued painting what CC recognized as the living room wall.

The actors began performing, their original unease completely stripped away as they familiarized themselves with their craft. CC made notes here and there in her script, but found herself completely captivated in the play. For a moment, CC nearly turned around and complimented Niles on his excellent script before remembering that she really wasn't that type of person.

CC jumped out of her reverie when Niles suddenly stood up and called out, "No, no, that isn't right."

"What is it, old man?" Max asked, blinking several times, and CC knew that Niles' interruption had torn him from his daydreams. He seldom paid attention to preliminary rehearsals.

"Joshua, that's not really how I intended that scene to go," Niles said slightly awkwardly. "And Chloe, your stance is…well, it's a little off." Joshua nodded and Chloe began shifting her posture, unsure of Niles' intention.

"Go on, go onstage," Maxwell encouraged. "You know this play better than we do."

Both producers stood and stretched, watching as Niles walked onstage and began offering suggestions to the actors. A few minutes later, Niles stood off to the side and watched as the two restarted the scene.

"No, no, hold on," Niles said, stepping forward. "Chloe, you should stand taller, with your chin slightly lifted. Pretend as though…as though everything around you is inferior. Try putting one hand on your hip…there you go."

Elizabeth looked up and pivoted to look at CC, who stood with her hands on her hips and her chin thrust forward. Her shoulders shook almost unnoticeably with laughter as she thought of telling this to Nathan, knowing he'd get a huge kick out of it.

"Ok, try again…sorry," Niles added sheepishly. He'd gotten quite comfortable bossing people around at the restaurant, but the theater was a whole new territory.

The scene began flowing, and Niles stood off in the shadows, watching his work come to life. The scenes changed and different actors came in, perfectly fitting Niles' imagining. In the second to last scene of the play, Niles watched as Joshua and Chloe recited the lines he'd spent weeks writing.

"No, that's not right," Niles said, stepping forward again. "Chloe, you've got it. You're really stepping into the character. Joshua, the last few lines weren't quite delivered right."

"I know, I wanted to discuss that with you," Joshua said. "I'm not sure what you were looking for…"

"Well, here," Niles said. He walked over to stand next to Joshua. "You need to stand a little closer to her…there you go. But when you say these things to her, imagine…imagine everything you've ever wanted is standing right in front of you, and you know you can't have it. Like you're parched and she's got a bucket of water, but she won't spare any for you."

CC reached into her bag and unearthed another piece of gum, chomping furiously and wishing she had somewhere else to be. Elizabeth was staring at Niles and had stopped painting, holding her brush frozen in front of her, ignoring the drop hanging precariously from the tip.

"Wait…this is the woman I love?" Joshua asked, pointing to Chloe.

"Yes."

"Oh…I knew my character was attracted to her," Joshua said, mentally flipping through his dog-eared script resting in his bag in the wings. "This adds tons of new depth…excellent…"

"But it's more than that," Niles said, shaking his head. "You love her, and you know that no matter what you do, you can't have her. You'd walk away, but that's out of the question. And here, right here, is the solution to all of your problems, but you can't overcome your own faults. So you're standing here and it's your last chance to fix it and you have to think carefully of the perfect words to say, but—"

"But it doesn't matter what I say," Joshua finished. "It won't work out."

"No. It can't," Niles agreed, his voice quieting.

"This is a brilliant play," Chloe piped in. "Such a deep character study…it's wonderful."

CC was currently chewing her third piece of gum, ignoring that it was evolving into a huge mound in her mouth that she'd likely choke on. The entire crew of people on stage had stopped and was listening in awe to the emotion in Niles' voice. Elizabeth was staring at the dot of paint she'd spilled on the stage, her eyes watery. Looking at Niles, his oldest friend, Maxwell suddenly understood everything Fran had been trying to convey.

The final scene was a heartbreaking monologue that Joshua delivered with such pathos that even Maxwell felt tears prickling at his eyelids. Those still watching the rehearsal offered a few heartfelt claps before returning to work, while Joshua took Niles aside to thank him for the additional insight into his character. Chloe and the rest of the actors grouped on the other side of the stage, going over the script, and Maxwell walked off with his phone attached to his ear.

CC sat frozen in her seat; she'd even ceased the stubborn gnawing of her gum. Completely rooted to the spot, CC felt as though she were in a cartoon with Niles' words floating around her head in a variety of soap bubbles. She'd known the play was about his own life, of course; even the emotionally stunted CC Babcock could see that. But she hadn't known whether to be presumptuous enough to suspect that the woman in the play was her…

She knew the actors were awkwardly mingling around the stage, waiting for some sort of direction or affirmation from her. Discreetly, she put her gum in some leftover wrappers and stood up shakily.

"Um…uh, good rehearsal," CC said. The actors looked pleased with themselves and afforded each other congratulatory claps on the back as she continued, "So…so another rehearsal tomorrow. Dress rehearsal won't be for another week. So…good day. Have a good day."

The actors who'd worked with CC Babcock before scurried off the stage, dragging the others with them, regaling them with horrors stories of having to go through the play three or four times in the first off-script rehearsal. They attributed it to their excellent performance and left the theater, intending to reward themselves.

Niles stood uncertainly on the stage, a strange look on his face. CC stood and watched him, wishing he'd look at her so he could read what was in her eyes without her having to say anything. But he merely walked to the steps that lead over the orchestra pit and onto the main floor, staring at the ground.

"Niles," CC said softly as he walked by. He either ignored her or didn't hear her, for he continued walking and sidestepped Maxwell as he left the theater.

Elizabeth scrubbed at the stage floor with a paper towel, determinedly avoiding looking at CC. She had no idea what to say; she was so convinced that these two belonged together but there was so much between them, so many things in the way, that for once, Elizabeth's firm belief in love was shaken.

Finally, her innate curiosity won out and she looked over at CC. She looked nothing like Niles' envisioning of her: she was not the tall, confident woman who was so certain that the world around her was not worthy of her attention. She looked like a small girl who was lost in a big, strange world where everything was against her and the only thing on her side had just walked out the theater door.

* * *

Niles entered his loft and headed immediately upstairs. He climbed the staircase in dizzying circles, nearly falling into his room. Settling on the edge of his bed, he pulled open his bedside cabinet and pulled out the small velvet box. He pulled the box open and the ring inside glittered with a chink of sunlight from the large wall of windows from the opposite side of the loft.

He stood from the bed and paced around his room, lost in his thoughts. Writing his play had been an extremely cathartic experience, but seeing and hearing it in action was like a catalyst. It put things into perspective in a way he'd never been able to do before. Now he knew. He knew what was right and what was wrong, what had always been wrong, and it apparently took a rehearsal of his play for him to figure it out.

For the past few months, ever since he'd seen CC again, he'd been lost in his memories. He'd been so focused on what it had been like that he'd nearly forgotten why it hadn't worked out. But there it was, the crux of everything: why it hadn't worked out. He was starving from thirst and she refused to quench it, even now, and Niles could no longer ignore that.

He could no longer be the person everyone else needed. He had to be the person he needed himself to be. He had to give himself what he knew he needed, but he'd been so scared of giving up the past that he was refusing to step forward. It was the most adolescent of conclusions; most people learned to "just be themselves" in high school or, at best, university, and yet here Niles was, just reaching this conclusion after what could only be called his midlife crisis.

Though he had to reason, being a butler for a huge chunk of one's life made it difficult to learn to focus on the self when attention must always be paid to others. Niles certainly missed the days of being in the Sheffield mansion, but he could no longer yearn for those times and everything that came along with it. His relationship with CC had been wrong; after all, if it had been right, it would have lasted forever, as Niles once foolishly believed it ought to.

A soft knock echoed through his loft and he closed the ring box with a snap, sliding it into his jacket pocket. He hopped down the stairs, a newfound exuberance in his step, and he opened the door with a flourish.

Jen stood just behind the threshold, wrapped in a light blue wool coat with a slightly worried look on her face. "Hi," she said, giving him a small wave.

He smiled warmly and gestured for her to come in. "Hello, dear."

"How was rehearsal?" Jen asked, stepping into the loft and closing the door behind her.

"Fine, fine," Niles replied dismissively. He nervously ran his fingertips over the soft velvet in his pocket while his other hand reached forward and grasped Jen's left hand.

"Is everything ok?" Jen asked worriedly, peering into Niles' anxious blue eyes.

With a deep, steadying breath, Niles nodded and looked at her.


	13. Chapter Twelve

[A/N: I couldn't leave everyone hanging. Have a little faith in me, guys; it's like you think I love unhappy endings or...oh. Wait. Totally justified. Anyhow, enjoy, and Reviewess, whoever you are, YOU should write stories because...just because.]

**Chapter Twelve**

Niles and Nathan, bundled up in their warmest winter clothing, stepped out of the restaurant and pulled the door shut. Niles locked it with his large set of owner's keys and set his face firmly against the whipping winds.

"Good idea to offer Thanksgiving brunch," Niles called above the current of air that was sweeping snow around the street.

Nathan shrugged and tugged his scarf up around his neck. "Some people don't have a place to go…others don't feel like cooking. I knew a bunch of my friends would show up."

"Aren't you going home soon?"

Nathan nodded. "Train leaves in 40 minutes. I'll be upstate before dinner."

"What about Elizabeth?" Niles asked.

"Her plane touched down in Tulsa last night at 9:06 pm," Nathan recited.

Niles grinned as the two began walking down the slush-covered sidewalk. "The important thing is _she_ doesn't realize how closely you're following her every movement."

"The internet is, indeed, a wondrous thing," Nathan agreed. "Stalking made easier since 1997."

"Have either of you talked about meeting each other's parents?" Niles asked.

"We conveniently sidestepped that discussion by deciding to stay in Manhattan for Christmas," Nathan replied. "Elizabeth can't leave since the play opens Christmas Eve, and I'm sure the bar will be crowded enough around the holidays to give me enough to do."

Niles nodded and jumped slightly when he felt his pocket vibrate. He pulled his phone out and flipped it open. "Hello?"

"Niles! Ya still comin' over for Thanksgiving dinner?" Fran's voice asked.

"Hold on one moment, Fran." Niles pulled his phone away from his ear and turned to Nathan. "Have a safe trip, mate."

"Thanks. Have a good Thanksgiving, even though it is a holiday we celebrate our freedom from stuffy Brits like you," Nathan returned. He and Niles shared a quick hug before the restaurant's head chef trotted down the street, presumably walking the rest of the way to his apartment.

"NILES! NI-YULLLLS?" Fran yelled nasally from the phone.

"Mrs. Sheffield! Calm down!" Niles exclaimed.

"Meanwhile, you put me on hold for 15 minutes, I should have hung up," Fran said. "Lucky for you, I never forgot my third cousin Yael who always used to hang up on people if they put her on hold for more than 5 seconds. Well, her boyfriend Stevie called her once and he set the phone down and she hung up, so he thought she didn't want to talk to him and they never saw each other again. Well, except for the one time she saw him on the _red carpet_ and he ignored her. No one holds a grudge like a Jew."

"Your cousin Yael is famous?"

"No, she's a street-sweeper. He was on the red carpet. His latest movie was opening," Fran explained.

"Stevie…_Spielberg_?" Niles asked incredulously.

"Oh, Niles, ya know I don't like to gossip," Fran said. "Will ya answer my question or not?"

"I forgot what you even asked me."

"OY. Are you coming to Thanksgiving dinner tonight?" Fran repeated.

"Yes, yes, of course," Niles replied. "Dinner starts at 3, correct?"

"Yes sir."

"Good, it will give me time to go home and shower," Niles said.

"Long day at the restaurant?"

"Oy, we were so busy all morning, I didn't stop _shvitzing_ for a second," Niles responded.

Fran's laughter echoed in Niles' ears long after he hung up.

* * *

Niles rang the doorbell an hour and a half later, balancing a mixed-berry pie on his forearm. Fran hopped to the front door, pulling it open and wrapping Niles in a huge hug. Niles slung his right arm around her, keeping his eyes on the pie.

"Aw, Niles, you shouldn't have," Fran said, taking the pie from him. "When did you have time?"

"You mean between running a restaurant and attending rehearsals and overseeing rewrites?" Niles asked. He dismissed it with a wave of his hand. "It's nothing."

"Well, Ma's on a new diet, so did you follow the guidelines?" Fran asked, peering fruitlessly at the foil-covered dish to see its contents while Niles hung up his coat.

"Of course. I used fat-free butter and calorie-free sugar," Niles vowed. He winked at Fran and she beamed widely, sauntering off to the kitchen to drop off the dessert.

"Hi, Niles!" Grace exclaimed, running down the staircase and launching herself at him. Niles returned her embrace, feeling a tug at his heart. "I haven't seen you since Halloween!"

"I know, I've been so busy," Niles replied, affectionately patting the little girl's head.

Grace's smile faltered a bit. "I know. It's what everyone says these days."

"I'm sorry, Miss Grace," Niles said. "That's no excuse to not visit your friends."

"Friends? You're family, Niles!" Grace corrected. "Like Sylvia, except you don't eat all of my after-school snacks."

Niles' heart remained in its vice-like grip as he looked into Grace's sweet face. "I'm still sorry, Miss Grace. I was rather worried that you children were mad at me."

"I never was," Grace replied, so much more mature than her adolescence might suggest. "I don't think any of us were, even though Brighton put on quite a show when you first left. We all sort of knew you'd leave eventually." Grace neglected to mention that the children all once believed CC would convince Niles to pursue other career options.

"You did?"

Grace nodded, following Niles into the living room. She reached down and grabbed a few M&Ms from the bowl on the coffee table. Grace tucked her legs under her and sat on the ground while Niles made himself comfortable on the couch. "You're smart, Niles. Sometimes…don't tell him, but sometimes I think you're even smarter than Daddy. You deserved to be doing more than cleaning Brighton's bathroom."

"No one deserves to clean Brighton's bathroom," Maggie quipped as she entered the living room. She smiled at Niles and greeted him warmly with a hug.

"Exactly," Grace affirmed. "We missed you when you left, and we still miss you. But no one's mad."

"We're glad you're doing well," Maggie added, grabbing the bowl of candy from Grace and settling into the oversized chair near the fireplace.

Niles looked down at his hands and nodded, his British stoicism decreeing that he say nothing in such an emotional state.

Fran wandered back into the living room, plucking the M&Ms from Maggie's lap and plopping down next to Niles. "Niles, I meant to ask you, where's Jen? I figured she'd be coming."

"Jen?" Niles repeated dumbly. "Oh…well…I expect she's with her family."

"Heh?" Fran asked, popping several candies into her mouth. "Did ya propose?"

"Propose?" Maggie repeated, her eyes lighting up. Grace glanced over from the television, frowning.

"Excuse me?" Niles asked.

The light of anger in Niles' eyes worried Fran, who immediately looked over at her daughters and said, "Girls, can you go check on Charles in the kitchen? He might need some help."

Grace nodded and stood, still eyeing Niles warily, grasping Maggie's arm and leading her into the kitchen.

"Mrs. Sheffield, what do you mean, did I propose?" Niles asked. Fran noticed the switch to her more formal name.

"I…well, I knew you two had been dating for a while, so I just figured…not all British guys take four years to propose, right?" Fran finished meekly.

Niles glowered at her, so she sighed and sat up, scooting several feel away from him in the process.

"All right. So it was Halloween, and an unseasonably cold evening, wasn't it? I wasn't gonna wear my velvet wrap at first because the dress looked so much better on its own but I didn't want to risk getting sick because I know you won't believe this, but I get so _nasal_ if I get a cold—"

"Miss Fine!"

Fran's eyes widened at her old name, one she knew the two British men in her life used when they were especially annoyed with her. "Ok, ok. After you came down from your room at your Halloween party, I went upstairs. Miss Babcock was up there and we started talking and then she left and I was a little…well, I was a little _emotional_ which is understandable given how bloated I was that day so I _knew_ it was that time of the month…anyhoo, I needed a tissue so I went in your bathroom. And really, Niles, it's all your fault because if you'd just _had_ tissues in your friggin' bathroom, I wouldn't have had to go looking."

"Is that your way of letting me know you found the ring, Fran?" Niles asked with a sigh.

"Maybe."

Niles dropped his head and stared down at the floor. Well, _this_ certainly made things interesting.

"So didja propose?" Fran asked softly.

"No, Fran, I didn't," Niles replied, reaching forward and grabbing a pretzel from another bowl.

Fran's face turned into a mask of confusion as she tossed two M&Ms into her mouth. "So…where's Jen?"

"As I said, she's probably with her family," Niles answered.

"Are you not seeing her anymore?" Fran asked gently.

Niles took a deep breath and shook his head. "No."

It was a mark of their friendship that Fran did not immediately begin celebrating. Instead, she rested her hand on his shoulder. "Oh, sweetie, I'm sorry."

Niles eyed her knowingly. "Are you?"

"She's a nice girl, and I'm sorry that her feelings were probably hurt," Fran told him.

"I think she knew it was coming," Niles admitted.

"Well, yeah, honey, a blind man could have seen it coming," Fran remarked.

Niles chuckled. "I don't know. It was just…wrong. Something between us never quite clicked."

"So have ya talked to Miss Babcock?" Fran asked excitedly.

"No," Niles replied. "I haven't properly talked to her since…since my party." Niles' cheeks reddened slightly and he stuffed the pretzel into his mouth.

"But you're getting back together, right? Oh, and just in time for the holidays! I know the cutest thing I can get you guys, I saw it at Loehmann's the other week and—"

"You're getting quite ahead of yourself," Niles interrupted. "I never said I was getting back together with her."

"Why not?" Fran asked, and the simplicity of the question nearly made Niles forget the various conclusions he'd reached.

"Because it was wrong, Fran."

"Yeah, you and Jen dating was wrong, we covered that," Fran said.

"My and CC's relationship wasn't right, either," Niles replied.

"How do you figure?"

"Aside from the obvious fact that it didn't work out? A lot of things," Niles said. "We fell apart so easily and the timing was just so off."

"The timing seems pretty ripe right now, mister," Fran told him.

Niles shook his head. "I don't know. She seems so…angry."

"Gee, Miss Babcock seems angry? What's this world coming to?" Fran asked sarcastically.

"She seems so angry with me," Niles amended.

Fran stared at him. "I repeat: what's this world coming to?"

"No, she wasn't always angry with me," Niles told her. At Fran's incredulous look, Niles continued, "Yes, I annoyed her and pissed her off and all those other things, but she seems so mad. For the past few months, any time I was around her, she'd eventually get so worked up and she'd just walk away."

"Sweetie, I don't think she's mad at you," Fran said. "She's hurt. You randomly show up in her life again and then you have a girlfriend and…and you…well, you…"

"What?"

"You sometimes seem so unaffected," Fran admitted. "Even now, telling me about Jen, you seem so detached. So CC's dealing with all of these emotions and I think she gets mad that you don't seem to be feeling any of them, either."

"You think I'm not affected?" Niles replied. "Do you think I was happy when my restaurant was a success and I had a crazy urge to call her and tell her about it? Was I happy when I saw her again and I couldn't be near her properly and I had to be professional? Was I happy that I was with Jen and almost everyday, I remembered that she wasn't _her_ and it just wasn't the same?"

"I didn't say that," Fran said. "I said _she_ thinks that. So instead of telling me these things, why don't you tell her?"

"It's not that simple."

"No, but that's a weaker excuse than any Max gave me about why it took him so long to commit," Fran said. "Do you still love her?"

Niles looked over at his friend and before he could even begin formulating an answer to that complicated question, Fran's smile widened to Olympic capacity.

"Then it'll _never_ be that simple," she told him, "but I bet it'll be worth it."


	14. Chapter Thirteen

[A/N: Second longest chapter yet yayyy. Happy New Year, everyone! Enjoy...]

**Chapter Thirteen**

CC sat in her penthouse, trying to steady her quaking hands. She wasn't quite sure where November had gone or how December had slipped by so quickly. Somehow, the time had passed and the exponential increase in Christmas decorations had told her that the opening of the play was approaching.

Now, here she was, sitting at her vanity in her spacious closet and it was opening night. Her nerves were usually in a heightened state on any given play's opening night, but CC felt that things were inexorably tied into the outcome of this one, that there was more at stake than profit and potential Tony nominations. Her fingers were itching to reach into her bag and pull out a stick of spearmint relief, but she knew she'd never be able to properly apply her eyeliner while chewing.

Chester trotted into the room, his Christmas sweater jingling. CC smiled and warmly greeted the dog, who hopped onto a chair in her closet and curled up on an errant sweater she'd forgotten to put away.

CC reached down and grabbed her smoky eyeliner, expertly applying it and moving onto her mascara. The process of getting ready was one she'd perfected early in life as a debutante and it was something that allowed her to always look presentable even if she only had 5 minutes. On nights like these, though, her eye became extra-critical and she took even more care, and thus more time, in preparing herself.

Her cell phone began ringing and without glancing at it, CC knew it was Elizabeth. When Sheffield-Babcock Productions had expanded about a year and a half ago, CC had decided to permanently hire Elizabeth as their head set and costume designer following the impeccable work she'd done in their revival of _42__nd__ Street_. Since then, their company had opened three Broadway productions and Elizabeth proved to be a bigger nervous wreck than CC had ever been.

CC reached down and pressed the speakerphone button on her phone. "Afternoon, Elizabeth."

"Chloe's outfit is _all wrong_ for their final scene—what was I thinking?" Elizabeth cried. "Why didn't you stop me? Honestly, I need you to tell me right now, why did you not slap me upside the head and suggest we use a blind woman to make the costumes because she'd do a damn better job than I would!"

"Elizabeth, I say this with all the respect I can muster for another person, if you ever made a hideous costume, I would not hesitate in telling you to pull a better design out of your artist ass," CC replied easily, reaching down for her eye shadow and brush.

"That's true," Elizabeth muttered distractedly. "Like the initial costume sketches I made for NYU's _Hunchback of Notre Dame_."

"Exactly. What did I say to you when I first saw them?"

"You said you wished you lived in a bell tower so you'd never have to see anything as ugly again."

"See? I love the costume you did for Chloe's final scene," CC said in an appeasing tone, having dealt with her fair share of panicked theater workers in her day.

"Good, good," Elizabeth said, taking a deep breath. "You seem pretty relaxed considering we're about to open a make-or-break-it-for-the-Tony's show."

"Hey, there's my nerves, thanks," CC remarked. "I'm nervous as hell."

"Sorry! Did you buy a new dress?" Elizabeth asked.

"I didn't have time, so I gave Angelica my credit card and had her go to Bergdorf's," CC said, a hint of uncertainty creeping into her voice.

"Is the dress as ugly as my conception of Chloe's outfits?"

"I'm ignoring all disparaging remarks about your abilities," CC replied. "And it isn't ugly, but it's…different. Not something I'd usually wear."

"So it doesn't have a turtleneck or shoulder pads?"

CC sighed; one photograph Elizabeth spotted from a few years ago, during her dreaded Shoulder Pads Phase, and she was branded for life. "No, but it's Yves Saint Laurent and I think it's from their couture collection."

"Wow, what a dilemma," Elizabeth remarked.

"Do you always become so sarcastic when you're nervous?"

"This coming from the woman whose first words to me were: 'Wow, are you on a field trip from your high school?' when I came in for the set designer interview."

CC laughed out loud and smacked her vanity table a few times for good measure. "I'm sorry, but I'm damn funny."

"Yeah, yeah. I'm going to finish getting ready. Nathan's coming over for a drink before we go to the play."

"How saccharinely cute."

"Isn't it? Go get all gussied up for Ni—"

"Finish that sentence and I'll fire you."

"Sorry. I'll see you later—and so will Niles so make sure you look cute!" Elizabeth said in one breath before she hung up.

CC rolled her eyes and swept some blush across her cheekbones. Somehow, Fran and Elizabeth had begun talking during one of the dress rehearsals at the beginning of December and Fran had so conveniently let it slip that Niles was no longer seeing Jen. Since then, Elizabeth had been relentless in her not-so-subtle hints that she thought CC should get back together with Niles.

The only thing to come from finding out that Niles was once again single, however, was a smattering of butterflies in CC's stomach. Following that, CC didn't even have a conversation with Niles as preparations for the show began in full swing. She couldn't deny a vague feeling of disappointment, but she wasn't allowing herself any time to dwell on that since there was so much work to be done.

Giving her face a slow, critical once-over, CC finally felt content with her appearance. She stood and walked over to the dress hanging on the end of her closet, feeling the black organza beneath her fingers. Sighing at what Angelica's opinion of "a classic black dress" was, CC slipped out of her silk robe and pulled the dress off of the hanger.

* * *

Niles stood backstage at the theater, feeling a very butler-like urge to organize the chaotic frenzy currently taking place there. The half-dressed actors and heavily made-up women kept running back and forth, and Niles had yet to see CC. Not that he cared. Not that he even noticed.

"Niles, where's ya girlfriend?" Fran asked, sidling up next to him.

"Fran, I broke up with Jen weeks ago," Niles said.

"Yeah, and you've been so heartbroken ever since. Meanwhile, I was talkin' about CC," Fran replied.

Niles sighed sadly. "I haven't even talked to her in weeks."

Fran gave him a cheerless smile and placed her hand on his arm. "Maybe after the play opens? She'll have more time."

"Time just isn't right," Niles muttered, shaking his head and stepping out of the way as a short man in jeans and a t-shirt hurried by, wheeling a rack of costumes behind him.

"Oy, is that your theme song?" Fran exclaimed with an eye roll. "You could do better with 'I Want My Baby Back.'"

"Yes, I'm sure Miss Babcock would appreciate me serenading her with a song about ribs."

"Miss Babcock again?" Fran echoed. "Ya know, I could really go for some ribs right now. Mm…barbecue sauce."

"Fran, what are you doing back here?" Niles asked, turning to his old friend.

"I could ask you the same question!" Fran shot back. "Actually Max brought me here early and oy, am I bored."

"We could go sit in our seats," Niles suggested.

"Nah, I can't sit there for so long, I start to plotz," Fran replied. She walked over to a stepladder and perched herself on the edge; Niles looked at her questioningly. "I can't fully sit down yet, either. Dress isn't stretched out enough."

"In my experience, polyester never takes too long to stretch out," CC's voice remarked behind them.

Fran smiled at CC and then turned to look at Niles, who was determinedly avoiding CC and biting his lip.

"Miss Babcock, I love your dress!" Fran exclaimed. "I saw it in _Vogue_!"

"Ugh, really? I told Angelica not to buy anything commercial," CC said.

"Yes, you're used to being duty-free," Niles retorted. He immediately bit his lip and balled up his fists; Fran knew he'd been resolutely attempting to not insult her.

"And even then, you couldn't afford me," CC said, lightly placing her hand on his shoulder before sauntering off.

Fran watched Niles as he discreetly watched CC walk away, a skill he'd refined over the years working at the mansion. She reached up and grabbed his arm, tugging him towards her. "Niles, were ya ever going to propose to Jen?"

"What?" Niles asked, turning to face Fran with a baffled look on his face. "Of course not." A look of bewilderment fell across Fran's face before dawning comprehension lifted the curtain. "I mean…that is to say, it wasn't…oh, bloody hell."

"Niles…if you didn't want to marry Jen…why did you have a ring?" Fran asked, her eyes flying around to make sure no one was listening.

Niles sighed and grabbed a bucket, upending it to sit on top. With his elbows on his knees, he leaned forward and said, "Do I have your word?"

"My word? Heh?"

"If I tell you something in confidence, will you not tell anyone else?" Niles asked.

"Oy, Niles, you know you're the only person I'd tell if I knew a secret. Well, you and Val, but she never could keep a secret," Fran said. She considered telling Niles one of her better stories about Val spilling the beans, but her overwhelming curiosity to find out why Niles had purchased a ring won out.

Niles took another deep breath and ran a hand through his hair. "I…well, I bought it for CC."

"Ya _what_? Boy, I'll tell you, some of you British men are like night and day. It takes Max four years to propose; you and CC haven't dated in two years and you're ready to jump right back in it even when you aren't together!" Fran commented.

Niles looked at her strangely and shook his head. "No, no, Fran, you misunderstood me. I bought it for CC two years ago."

"When you were together before?"

Niles nodded and could no longer meet Fran's eyes. He stared at the cords hanging from the ceiling and tapped his fingers on his knees. "I bought it a few weeks after we started dating. I'd intended to wait a while, of course, but I knew." Niles chuckled ironically. "God, it was so long ago, wasn't it? Strange how you can be so certain of something at one point in time, isn't it?"

Fran watched him sadly. Just as she opened her mouth to say something, Niles stood abruptly.

"We should probably find our seats, shouldn't we?" Niles walked off and Fran had no choice but to follow.

* * *

A strange scene presented itself as the curtain rose, but it wasn't taking place on the stage: it took place in the fifth and sixth row of the theater. CC and Maxwell sat next to each other in row five, as they did for the opening of every play and musical; this evening, Fran sat on Maxwell's right and spun around to the row behind her to give Niles a dazzling smile.

Niles sat to Nathan's right with Elizabeth on her boyfriend's left; Nathan reached over and grasped Elizabeth's hand, giving it a squeeze. She turned and gave him a grateful smile as he pulled her hand up to his lips and pressed a sweet kiss to it. The rest of Sheffield-Babcock Productions flanked the sixth row, eagerly staring at the stage or anxiously tapping their legs on the floor.

Niles casually looked over and watched as CC shifted her bare shoulders, restlessly moving in her seat. His eyes followed a slow path from her exquisite shoulders, up the curve of her neck, and settling on the small, ornate headpiece she wore pinned in her hair. Small pieces of fabric that matched CC's dress plumed from the clip, joined by small black pearls and little bits of tulle. For a moment, he wondered when she'd decided to accessorize so much; she usually went so simple on opening night, but the dramatic, strapless black dress she wore said otherwise.

The blonde producer had no idea she was being so closely scrutinized as she reached into her small, beaded black bag and finally withdrew a piece of gum. She so quickly inserted it into her mouth and began chewing that had Niles blinked in that moment, he would have missed it. As it were, he sat behind her and watched her so clearly exhibit signs of nervousness to a seasoned Babcock veteran like Niles.

Deciding he ought to be paying attention to the play (_You know, the one you wrote, Niles?_ he thought), he pivoted and faced forward, startled to discover Fran watching him with a beam on her face and a knowing look in her eyes. Dignified, Niles afforded her one confused look before staring intently at the stage.

* * *

"CC, I have no doubt in my mind, we have a hit," Maxwell gushed from backstage, where workers had cleared a sizable space for everyone to gather. "We didn't have a sell-out crowd but there were plenty of people, weren't there? I can't wait to read the reviews. I know they'll be positive."

CC grinned widely. "I couldn't think of a better Christmas gift."

"Are ya sure? I bought you a little something from Loehmann's, I'm sure you'll love it," Fran said, stepping up to the producers with flutes of champagne for them.

CC blinked and replied, "I have always wanted a shirt that had flashing lights on it."

"Yes, you'd be easier to spot on the street corner," Niles remarked.

CC rolled her eyes and took the champagne from Fran, electing to not respond and sipping her bubbly drink instead.

Elizabeth ran up to CC and squealed, throwing her arms around CC, Max, Fran, and Niles in turn.

"Now I like _her_," Fran said to Max, pointing at Elizabeth.

"Oh, sorry! We don't know each other well enough for me to do that, do we?" Elizabeth breathed. "I'm just so excited! The costumes just looked great onstage, especially Chloe's."

"The important thing is you didn't overreact," CC said with a nod. Elizabeth shot her a look before smiling brilliantly.

"And when I win the Tony for Best Costume _and_ Best Scenery, I won't be thanking you," Elizabeth retorted.

CC raised her glass in a mock cheer and responded with, "Then I'll be sure to stop signing your paychecks."

"Kidding, boss! Are you going to the after party?" Elizabeth asked the group at large. She turned to Niles and placed a hand on his forearm. "Well, I know _you_ are."

Niles looked surprised. "Why is that?"

"Well, it's at your restaurant," Elizabeth replied dismissively. "It was Nathan's idea, and I think it sounds like fun. Since we're all out on Christmas Eve anyway…why not?"

"I'll ask the kids, but I'm sure they'd love to come," Fran said, walking off in search of Maggie, Brighton, and Grace.

"Where will we even get food?" Niles asked, still somewhat shocked.

"Oh, we found a pizza place that's open," Elizabeth replied excitedly. "I'll go tell Nathan you're all coming."

"I never said—" CC began.

"I'll tell him _you're all coming_," Elizabeth repeated firmly, looking CC square in the eye before trotting off. CC gave a relenting sigh and finished her champagne.

* * *

An hour later, the opening night party was in full swing; some of the crew had left to be with their families but all of the production company and actors had remained. The Sheffield family had stayed as well, joined (of course) by the extended Fine family, given that it was Christmas Eve and they had little else to do.

Niles and Nathan stood behind the bar, happily filling drink orders. The two men grinned at each other, knowing how lucky they were to get another night of unexpected profit. During a lull, Niles took a breath and leaned against the bar with his left arm, smiling when he saw CC, Fran, and Elizabeth dancing in the far corner. The radio was currently tuned to Christmas music, and Niles wondered how the women managed to find enough of a rhythm.

Then again, his CC had always found ways to dance, even to horrible music.

Niles froze, cursing at himself. _His_ CC? She wasn't _his_. When had he reverted to such possessive terms? _Get with it, old man_, he told himself firmly. _If she knew what you were thinking_…

Now there was a thought. What would she do if she knew what he was thinking? Niles would never find out…

Nathan stood across from his boss, delightfully watching him. When Niles finally craned his head and noticed, he looked at Nathan quizzically.

"What?" Niles asked.

Nathan shook his head, trying unsuccessfully to hide his grin. "Nothing. Just glad this party is going so well."

"Yes…as a matter of fact, I've been meaning to ask you. Were you planning on telling me you were planning a party here?" Niles questioned.

"Sure," Nathan replied easily, waving off his question. "Totally worth it, wouldn't you say?"

Under cover of reaching under the bar for more glasses, Niles' eyes darted up and caught CC as she twirled Grace around. "Yes, I suppose it is."

Minutes later, Elizabeth jogged over to the bar and hopped up, supporting her weight long enough to give Nathan a quick kiss. "Hi!" she greeted the men behind the bar cheerfully.

"Hello," Nathan and Niles replied in unison.

"Jinx!" Elizabeth exclaimed. "Hey, Nathan, I think some of the actors want refills on their drinks."

Nathan perked up slightly. "I'll go check." He walked to his left and out from behind the bar, grabbing a bottle of Stoli and giving Elizabeth a surreptitious wink.

Elizabeth spun back around, her brightly colored dress swirling around her. "So, Niles, we've never had the chance to have a proper conversation."

"Oh, we've talked before," Niles reminded her.

"Sure, but only in passing," Elizabeth said, pulling a bar stool closer to her and sitting down. She placed her elbows on the bar and looked at him expectantly. "So. Let's talk."

* * *

Nathan walked to the far end of the pub, relaxed and smiling. He sidled over to where the ladies were dancing, managing to catch Fran's eye and waggling the bottle of vodka. She nodded to him, making it look like a deliberate dance move, and stopped a few moments later.

"Oh, I'm _vershvitzed_," she exclaimed, dramatically waving a hand in front of her face. "Let's take a break."

"I'll get us some pizza!" Grace said brightly, walking away and over to the mountain of pizza boxes at the front of the restaurant. Fran walked over to Max and sat on his lap, slinging her arms around his neck.

"Care for a refill, Miss Babcock?" Nathan asked politely.

"Call me CC, Nick," CC replied. She pointed to the glass next to Fran's bright blue one. "That one's mine."

Nathan obligingly filled it and handed it to her as she walked around the table and sat down across from Maxwell. "Congratulations on the play," he told her. "I really enjoyed it."

"Thank you," CC said graciously, nodding. "It all came together well. Started with the excellent script, of course."

"I'm surprised the old guy had it in him!" Nathan said, grabbing a spare glass from the stack nearest him. He poured a sizable amount of vodka into his glass and took a bracing sip.

"I'm not," CC replied softly.

Nathan was frankly shocked at her admission but he played it off well. "I guess. I'm glad Jen's not here tonight, though, right?"

CC eyed him coolly and sipped her drink. "Why would I notice or care?"

It was a good thing Elizabeth had prepared him for this; like a pro, Nathan waved off her attitude and replied, "No, no, I just meant for me. Niles is a lot more fun when she's not around."

"Oh?"

Nathan nodded. "Definitely. Normally he's got that British sarcastic thing going on, and I can usually count on him for a dirty joke or two, but whenever she was around, nope. Nada. Zipped up like a coat."

"That's…interesting," CC granted. She held up her glass and clinked it with Nathan's. "Cheers, kid."

"Cheers," Nathan said. "So. Miss Babcock. CC. Let's talk some more about Niles."


	15. Chapter Fourteen

[A/N: Officially longest chapter yet. HUGE thanks to my reviewers. Big hugs to you all. And consider this a birthday gift for EspoirDio...]

**Chapter Fourteen**

"About Niles?" CC echoed. "Why would I want to do that?"

"Did I say about Niles?" Nathan asked, eyes widened innocently. "I just meant let's talk some more in general. Any topic you'd like."

CC eyed him suspiciously. "All right. Let's talk about your intentions with Elizabeth."

Nathan's boisterous smile slid off of his face as though it were sealed in Teflon. "Uh…what?"

"Your intentions with Elizabeth. What are they? You've been dating for a while now. You seem reasonably well matched. At any point are you planning on breaking her heart?" CC asked.

Even if Nathan weren't completely in love with Elizabeth, he knew that the horrifying look in CC's eyes would have caused any man to voice the most honest, committed intentions. "I…I like her. She's nice. I hope to…to be with her for…long time. Long time."

CC's hard, blank expression softened and she laughed. "Oh, look at you melt like putty. Kid, if you didn't have my ok, I would have broken you up weeks ago."

Nathan soothed his troubled looks with another sip of his drink. "I really do like her," he continued with more confidence. "I probably should have known from our first date, now that I think about it."

"Why do you say that?" Fran asked, suddenly swooping into the conversation. CC knew without a doubt that she'd been listening to every word spoken between them.

"Well," he began, suddenly bashful, "you know. Our first date, I didn't…we didn't…" He looked up and saw Maxwell, Fran, and CC staring at him vacantly. He took a large sip of his drink and took a deep breath. "After our first date, I didn't try to…we didn't sleep together."

"Aww," Fran said; "So?" CC replied gruffly; "Why the bloody hell not?" Maxwell asked.

Fran scrunched her face into a glare and smacked both Max and CC.

"What?" Max said, rubbing his arm.

"First of all, mister, you shouldn't pass judgment on _anyone_ considering it took you four years to propose. I shudder to think how pathetic I would have become if it had taken you _five_ years to propose. Oy, can you imagine?" Fran asked rhetorically. "Second of all, Miss Babcock, think back. How many guys tried to sleep with you on the first date?" Without waiting for an answer, Fran continued, "And how many of those blossomed into a long relationship?"

"Exactly," Nathan said, reinforced by Fran's support. "My other girlfriends, I didn't even think about it. We slept together. But to wait…" He smiled at his tablemates. "Must be love."

CC quietly listened to the ensuing conversation, her memory tugging at her brain and requiring the majority of her attention. After Niles had cleared up the canapé mess in the kitchen, he and CC had gone out to dinner and…he'd driven her home. Walked her to her door. Pressed a sweet, all-too-short kiss to her lips and scheduled a date for the next night.

Whereas Chandler and any of the other pretty-boy men who'd taken her out over the years had never halted in suggesting taking it to the bedroom. CC hadn't, of course, thought anything of it, but then again, she so seldom thought of asking the right questions…

Nathan watched CC carefully, hoping he hadn't failed in his mission. He and Elizabeth had eventually figured that they weren't helping by talking to their respective friends so they'd tried to switch it up: get Niles talking to Elizabeth and have Nathan talk to CC. As Nathan glanced over and saw Elizabeth laughing with Niles, he knew he'd gotten the short end of the stick and wondered if Elizabeth hadn't planned it so.

* * *

"So then she said," Niles said, nearly gasping in laughter, "'Don't you have something to dust off?' So I said, 'Yes. The left side of your bed.'" Elizabeth burst into laughter and clutched her sides, shaking her head to stave off the onslaught of giggles that kept coming as she thought of everything Niles had told her.

She straightened up fully in her barstool, shaking back her long blonde hair. There was a nagging thought at the back of her mind, almost as though she were forgetting to do something, but the delicious screwdrivers she'd thrown back that evening were clouding her mind.

Niles sighed and shook his head, releasing his breath in one long moment. "Oh, I don't know. I miss her sometimes."

Elizabeth snapped her head to Niles. "What?"

Niles' eyes widened innocently. "What? I said I miss it sometimes."

"No, you didn't. You said you miss her."

"You must have misheard me," Niles said with a patronizing smile.

Elizabeth fixed Niles with a steely gaze, as she'd seen CC do with countless choreographers. She realized it didn't have quite the same effect when Niles started chuckling.

"You remind me of Mrs. Sheffield," Niles said.

Elizabeth craned her head to the left just in time to see Fran lecturing Max, CC, and Nathan loudly with her half-eaten pizza crust. "Is…that a compliment?"

Niles followed Elizabeth's gaze and laughed with gusto. "Oh, no, no, I meant the first Mrs. Sheffield. Sara. She was CC's best friend."

"Then thank you. But you know, Niles, for someone who pretends like he doesn't want to talk about her, you certainly talk about CC a lot," Elizabeth remarked.

Niles reached for the bottle of Jack Daniels and poured himself a shot. He gunned it down like an expert and then stared frankly at Elizabeth. "That appears to be a problem of mine. Possibly even a compulsion."

Elizabeth masked her glee and took another sip of her screwdriver. "You try to get her off of your mind but you just can't?"

Niles nodded. "That too. I've always had that problem."

"With women?"

"With her," Niles said, nodding his head toward the blonde in the black dress. "At first, I hated her. The moment I saw her, she just irked me. The way she walked into the mansion with her nose in the air, how she held herself so gracefully, how she didn't even spare a glance for me."

"It sounds more like you resented her."

"That too," Niles said with a laugh. "For the better part of 15 years, I pestered, bothered, annoyed, and pranked her—the best of which you heard just now—until eventually I noticed I was spending more time around her than anyone else."

"And then it was violins and roses," Elizabeth said whimsically.

Niles laughed sardonically. "More like nails on a chalkboard and thorns." He shook his head. "No, I don't mean it like that. Things between us were never easy, but they were never boring."

"What happened?" Elizabeth asked, entranced by the longing in Niles' baritone voice and her own curiosity.

"It wasn't the right time. It figures—it takes us fifteen years to 'find' each other and the timing was still off," Niles remarked, pouring another generous shot for himself. "It was all wrong between us—we weren't at the right points in our lives."

"I know things have changed for you," Elizabeth granted, smiling gratefully as Niles mixed her another drink. "Did they really change for her?" Neither noticed the shift in the conversation, the underlying truth subtly coming through that both believed it would happen again, that it could be right this time.

"Yes," Niles said without thought. "When I was the Sheffields' butler, Maxwell and CC worked from a home office. It was difficult to work everyday and CC…well, she never quite got the recognition she deserved. Now that they have offices, both of them can work to their strengths without many distractions."

"I guess that makes sense…"

"And she seems different," Niles continued. "More centered. She's really come into her own in the last two years. It's nice to see."

"Oh, I wish a guy looked like that when he talked about me," Elizabeth said, nudging Niles' arm across the bar.

Niles nudged her right back and replied, "I know a guy who does."

She smiled brilliantly at him and took a gulp of her drink. "So go talk to her!"

Suddenly, Niles reeled back and looked terrified. "What? Oh, no. No, I won't do that."

"Why?" Elizabeth exclaimed loudly.

"She…she's difficult to talk to."

Elizabeth looked over at CC, who was once again dancing in the corner with Fran and, she noticed with a smile, Nathan. "Yes," she remarked wryly. "She looks absolutely terrifying."

"She may be in a good mood _right now_, but trust me, that can change quickly," Niles replied. "I'll just wait until I know she's happy."

* * *

Maxwell felt his pocket vibrate and he walked closer to the wall, pressing the phone against his ear. Plugging his free ear with his finger, Max greeted the other person on the line, wondering who would be calling him so late on Christmas Eve. A few minutes later, he snapped his phone shut with a celebratory "_Whoop!_" and struggled through the surprisingly strong crowd to find his business partner.

"CC! CC, there you are," Max called out, cupping his hand inside CC's elbow and pulling her away from her dance party.

"Are you going to dance, too?" CC asked. Max saw his wife's head bob in encouragement and he shook his head.

"No, not right now," Max said dismissively. "CC, I've just gotten a call from Edward. Do you remember Edward? You met him last year at the gala—"

"You're losing my interest, Maxwell," CC singsonged. She reached around him and grabbed her drink from the table, polishing it off.

"CC, Edward is good friends with Jason McAllister," Maxwell responded.

CC's eyes immediately snapped to Maxwell's. "The _Times_ reviewer?"

Maxwell smiled, knowing that would get her attention. "Yes. Edward said Jason is going to give us _rave _reviews and not to be surprised if this play is _it_. Apparently Jason said he hasn't been moved by a play like that since—are you ready for it—_Cats_!"

CC shrieked and barely noticed when Maxwell emitted a similar, high-pitched sound. "Rave!"

"It!"

"Moved!"

"_Cats_!" they exclaimed in unison, grasping hands and hopping around like two girls on a playground.

Their uncharacteristic display gained the attention of those surrounding them, and it was a ripple effect of excitement after CC and Maxwell relayed the good news. CC barely noticed when, in the flurry of activity, flute after flute of champagne was pushed into her hand. She and the rest of the partygoers spent the next 45 minutes clinking glass and cheering their anticipated success.

The lights in the restaurant turned golden and CC's head was floating somewhere in the clouds. Switching from champagne to vodka and back to champagne was not the wisest of choices, but in the celebration, she had no chance to ruminate on her drunkenness.

She spared a cheerful pat on the arm for one of the actors whose name she couldn't remember—as though she ever could. A laugh bubbled out of her mouth at this and she stumbled into a strong body whose arm instinctively wrapped around her waist.

"Congratulations on the hit, Babcock," his silky, stimulating voice said in her ear.

"You'll never hear me say it, Butler Boy, but it was _all_ because of you," CC replied with a vibrant grin.

Niles eyed her strangely but smiled nonetheless. "You had something to do with it, I'm sure."

"Mm," CC murmured, slinking against his chest. "We always managed to do _some_ things well together."

Niles ignored the implications of those words and said, "And who knew producing a play would be one of them?"

CC laughed gleefully and tried to stand up fully but her legs appeared to be too wobbly. "I know! It was a _wonderful_ play. You're so talented. I knew it."

Niles pat her back in a humoring way. "Yeah, yeah."

CC remembered that she had a glass of champagne in her hand and pulled it up to her lips, pivoting to lean her right shoulder against Niles' chest. She tipped it against her mouth, holding it vertically for approximately 30 seconds before realizing it was empty.

"Oh, no," she said, peering into the flute. "All out of champagne. I need more champagne, Niles."

Niles pulled the flute gently from her hand and set it on a nearby table. "No, baby, you don't. You need some sleep, I think."

CC reclined her head to rest on his shoulder. "Ooh, I _love_ it when you call me 'baby.'" She growled playfully and it transformed into a laugh, which unfortunately drowned out Niles' response of "I remembered."

"I heard that, Niles," CC said softly into his neck. Niles shifted his arm to rest diagonally across her back, the better to support her. "I hear most of the things you say."

"Do you," Niles replied distractedly. His body was reacting in the most unfortunate ways, rejoicing in being so close to CC again, and it was becoming very hard to concentrate.

"I do," CC affirmed, nodding her head sloppily. "In the park. That one day. You said it had been fourteen months and twelve days since the last time. I pretended I hadn't heard you _but I had_." She finished her sentence in the singsong voice from earlier and Niles couldn't help but chuckle.

"Didn't know you listened so closely, Babs," Niles said.

CC pulled back slightly and looked him square in the eyes. The look she gave him was so familiar and yet felt so new that Niles' heart stilled for a split second.

When the moment passed and CC hadn't said anything but continued to stare at him, Niles cocked up his right eyebrow. "You still with me, Babcock?"

CC blinked and then smiled, reaching up an inch and pressing a kiss to his cheek. The energy required to do so sapped her and she sagged against him again, resting her head in her favorite space, the crook of his shoulder.

Niles tightened his arm around her, letting his head fall into her hair, breathing in the familiar Chanel and vanilla. A look of utmost surrender washed over his face and it was all he could do to not fully wrap his arms around her and bring her against him properly.

Elizabeth reached over to tug at Nathan's arm, excitedly pointing over at Niles and CC. Nathan grinned at his girlfriend, capturing her lips in a happy kiss, before the two turned to admire the wayward couple again.

* * *

Keeping her eyes firmly shut against the light, CC rolled over and lay fully on her stomach. She wasn't ready to wake up yet…she hadn't slept that well in ages…

Only when the invisible hammer banging against her skull became too much did she open her eyes in a small squint, delighted to find a full glass of water and two aspirin on the side table. She rejoiced in her presence of mind before tossing the pills into her mouth and washing them down with a hearty gulp of water.

Yawning, CC closed her eyes fully again and lay her head back down, fully intending to fall back asleep. Then she heard the toilet flush.

Her eyes ripped open and she sat up like a bullet, immediately grasping her head in both hands, willing herself not to vomit. The faint taste of pizza still lingering in her mouth told her that she very much did _not_ want to throw up and see last night's insubstantial dinner.

Niles carefully opened his bathroom door and stepped into his room, pausing when he noticed CC sitting up in bed. She looked like her parents' worst nightmare: the socialite in the couture gown, wrinkled from sleep and spread about her like a cloak, waking up in a man's bed with obvious signs of a hangover.

Without taking her head out of her hands and with her voice raspy from sleep, CC said, "Whoever you are and whatever we did, please just leave."

Niles smirked. "No way I'm leaving you alone in my apartment, Babcock. You might steal something."

CC jumped and grimaced as the light from the windows hit her face. She looked at Niles and retorted, "What, you're afraid I'm going to steal your prize feather duster?"

_Even when she's hungover, she's still got it_, Niles thought admirably. "I'm sorry the noise awoke you. I couldn't wait much longer."

"I hear it happens with age," CC said with fake sympathy.

"You'd know. Did you really not realize where you were?" he asked, stepping further into the room. She sighed and put her head in her left hand; her bare feet and rumpled dress made him want to hold her.

"No, I didn't notice. It felt—" CC cut herself off before she added, _"Like home." _

"It felt…"

"How much did I drink last night?" CC asked, rubbing her eyes and smearing her eyeliner and mascara.

"Not nearly enough to give you _this_ sort of reaction," Niles said. "I thought you could handle your liquor."

"I can. Or I used to be able to…I don't drink much anymore. Anyway, I barely ate anything yesterday and I made the rookie mistake of switching halfway through the night," CC responded haughtily.

Niles shook his head and gave her a most familiar exasperated look that she smiled to herself as he crossed his room and descended the stairs.

Reaching over, CC brought the glass of water back to her and gulped it down before lying back once more and resting her eyes.

Moments later—perhaps only seconds—Niles cleared his throat and waited for CC to wake up. He stood over her with a plate of food, remembering the many times he'd struggled to wake her in the morning, and he smiled. Abruptly he washed the look off his face and reached out to flick her shoulder.

"Ow, what the hell?" CC exclaimed, smacking Niles in the stomach. He keeled over slightly before righting himself, holding the plate steady the entire time.

"Eat," Niles said, extending the plate of eggs and toast to her.

"No."

"_Eat_," Niles repeated, hovering the plate over her face.

"Niles, it smells disgusting."

"That's your own stench," he remarked smoothly. "Eat breakfast."

"You are such an ass. I'm not hungry."

"There's that Babcock gratitude," Niles said. "You slept in _my_ bed, in _my_ apartment, and I cooked _you_ breakfast, and I'm an ass."

"I'm glad you agree," CC said, draping her left arm over her face. Suddenly she pushed herself up to lean against the headboard. "Did we…did anything happen?"

Niles wrinkled his face in disgust. "Woman, please. You look like a raccoon."

CC brought her fingers up to her eyes, knowing how horrific her makeup must look. "I meant last night. How did I end up here after the party?"

"The party went quite late. You were in no fit state to navigate your way home. My flat was closer," Niles finished with a shrug.

"So when we got back here," CC said, trying to remember, "did…anything happen?"

Niles looked at her strangely and CC realized he was trying to hide a smile. "No, although you…tried."

"I tried?" CC asked, her cheeks coloring.

"You…well, you tried to woo me."

"Woo you?" CC repeated, cackling. "For God's sake, Niles, it used to happen all the time, I think you can say what it is. I tried to have sex with you?"

Niles set the plate of breakfast food on the bedside table and shifted uncomfortably. "Well, yes, you tried to."

CC crossed her arms and legs, eyeing Niles with nothing resembling embarrassment in her visage. "So? What happened?"

"Nothing."

"Why?"

"What?"

CC's shoulders sagged. "Did the cleaning fumes kill _all_ your brain cells? Why didn't we sleep together?"

"You…you'd been drinking."

"If I recall, you had been as well."

"Yes…"

"Then what was it?" CC pressed. "It's happened before. Did you want to?"

Niles opened his mouth, closed it, opened it again, and closed it again. He appeared so flummoxed that CC considered stopping the interrogation. Just as she decided to let it pass, Niles took a breath and said, "It wouldn't have been right."

"Because we were drunk?"

"Because that isn't what it was supposed to be like," Niles muttered. "It's been so long since we have that I didn't want our first time to be…well…"

CC stared at him as he averted his eyes. "Must be love," she said softly.

"What?" Niles asked.

"Nothing." CC grabbed a piece of toast off of the plate and began chewing on it. When she finished the small half-slice, she brushed off her hands and swung her legs over the side of the bed. "Well. I'll be going, then."

Niles laughed. "Oh, really? Have you looked outside?"

CC looked at him strangely before standing up and walking to the half-wall that overlooked the living room. Big, fat flakes flew past the windows, swirling in beautiful cornucopias and landing on the marshmallow-topped buildings on the landscape.

"You have _got_ to be kidding."

"Not kidding. Now finish your eggs."

"I'll just take a cab," CC said, holding her head up high.

"No cabs, Babs." Niles chuckled. "Hear what I did there?"

"You should do stand-up. Really," CC deadpanned. "Then I'll…I'll call the driver from my building."

"It's Christmas," Niles said gently.

"It—oh. It is," CC said, her shoulders falling. Niles' fingers flexed, as though they ached to soothe her but he forbade himself. "Well, then, I'll walk home."

"Will you? You'll walk…" Niles wrinkled his brow, calculating the distance. "42 blocks? Unless you plan on cutting through Central Park, which isn't so much a cut-through as—"

"Yes," CC said firmly, squaring her shoulders.

"As much as I'd love to see the Ice Queen returned to her natural element, I can't let you do that," Niles said.

"_Let_ me?" CC echoed, turning to face him.

"I won't let you," Niles repeated firmly, fluttering CC's stomach. "I don't care if you want to storm out of here and hang around in the lobby until it clears and cars are allowed back on the road. But I'm not going to let you walk that distance in this weather."

CC sighed. She knew she ought to feel frustrated or even angry at this situation, but it wasn't as though she had anything else to do on Christmas day. Perhaps it had something to do with how comfortable she still felt around him…_No,_ she decided silently. _Not that._

"Didn't realize you were so easy to tame these days," Niles remarked. "Now eat your eggs." He turned and walked down the stairs again.

CC smoothed her dress, annoyed with how easily the tulle overlay wrinkled, and perched herself on the edge of the bed. She picked up the fork and began spooning the eggs into her mouth, at least glad that her nausea had passed. Absentmindedly she doodled in the slight layer of dust that grazed the top of the bedside drawer, knowing this wasn't "his" side of the bed. With a firm mental shake, she reminded herself that it wasn't _hers_ anymore either.

Once she finished the eggs, she grabbed the other half of the toast and munched on it as she quietly pulled open the drawer. She quickly glanced over her shoulder; the sink in the kitchen below was running and she heard Niles humming Christmas music.

_When did I turn into such a yenta?_ she asked herself rhetorically. The drawer was a hodgepodge of stuff: hurriedly scribbled recipe ideas, post-its full of to-do lists, a book of French poetry, a CD without its case, and—CC paused—her face. Puzzled, she tossed the crust on the crumb-ridden plate and pulled the photograph out fully. It had been hidden in the back of the drawer, but unlike everything else within, it remained pristine and unwrinkled.

CC barely remembered the picture being taken but considering it was a photo entirely comprised of her and Niles' faces, she suspected it was one they'd taken themselves. She'd forgotten she could smile so brightly, but what really caught her eye in the picture was Niles. It wasn't often that the butler-turned-playwright gave a big smile; more often, it was his lopsided smirk that graced his face. But in this one, it was all teeth and sparkles, and she couldn't help but return the contagious grin.

Abruptly, the sink turned off and the world returned to her. She quickly replaced the picture and quietly shut the drawer, uncertain of her feelings. The last thing she expected to find amongst Niles' possessions was a picture of her…

The stairs creaked slightly as Niles climbed them, swirling out into his room. "Are you finished?" he asked, pointing to the plate. CC nodded and watched as he walked over and picked up the plate, finishing off the crust from her toast. He turned back and stepped to the stairs, stretching and pressing his free hand into the small of his back.

CC watched him with a slightly concerned look on her face before she turned to glance at the left side of the bed, seeing it untouched. "Niles."

Niles craned back to look at her, grimacing as it stretched his tight neck. "Yes?"

"Where did you sleep last night?"

"The couch."

"That couldn't have been comfortable," she commented. "How…how did I get up here, then?"

"Well, after you threw yourself at me and attempted to swallow my face," Niles began with a smirk, watching as she blushed, "I stopped you and you were about to fight and then you just sort of fell asleep."

"So why didn't you just put me on the couch?" CC wanted to know.

"I considered it but I didn't have a little doggie bed, so—"

"I mean it," CC cut him off. "It's your apartment."

"Come on, CC," was all Niles offered as a response.

CC swallowed, the air feeling suddenly thick around her. "Still. It couldn't have been easy helping me up the stairs."

"Hence the back pain," Niles replied with a wink before he trotted down the stairs to clean off her plate. CC silently grabbed her empty water glass and followed him. She handed him the glass and watched as he rinsed it out.

"Here we observe the butler, back in his natural element," CC quipped with a smile. She watched as Niles' cheek twitched, knowing he enjoyed their own return back to their natural element as much as she did. "Which reminds me. Why didn't you ever tell Jess about your past?"

"Jen," Niles corrected. CC shrugged and gave him her patented _'Does it even matter?'_ look. "Do you even need to ask that question? Need I remind you of my last girlfriend's reaction to my job?"

"I take offense to that."

"Why? It's the truth."

"When I first met you, sure, I teased you about your job. It's what the horny socialite does—she flirts with the help," CC explained. "But when I realized you were as quick-witted as I am, I kept teasing you in the hopes that you'd realize how painfully over-qualified you were."

"So you were being noble by calling me the Quicker Picker Upper, Tidy Bowl, Scrubbing Bubbles?"

"Yes!"

"CC, please."

"I'm serious, Niles. I hated your job because you deserved more," CC said.

"All right," Niles replied, twisting the water knob. "Anyhow, I didn't tell her. How should I have brought it up? 'Hey, babycakes, before I opened this restaurant and started writing plays, I used to wash a millionaire's underwear'?"

"You called her babycakes?"

Niles looked at her with his ever-present smirk. "Jealous?"

"I just didn't realize you were so fast and loose with your endearments, that's all," CC replied with a shrug.

"Only for you, sweet cheeks," Niles responded, bopping CC's chin with his knuckles as he sidestepped her to reenter his living room.


	16. Chapter Fifteen

[A/N: Please review. I feel most comfortable when writing angst (obviously) so doing the "happy" thing is sometimes beyond my reach...but reviewers, I love you all. You've made this what it is.]

**Chapter Fifteen**

Niles settled back onto his plush leather couch, turning on his television and flipping it to the local news station. He glanced over and saw CC standing uncertainly near the overstuffed chair adjacent to the couch.

"Go on, you can sit down," Niles told her. She stepped around the arm and slunk onto the chair, tucking her feet under her. "I'm making some coffee. It should be ready soon."

"I saw," CC said, her eyes fastened onto the television. She certainly wasn't used to Niles being so nice to her and she wasn't able to sort through the various feelings his kindness brought forth in her.

"I'm sorry if you had Christmas plans today," Niles said, watching as the weather portion alerted them to the blizzard outside. A radar view showed the two blondes that the storm wouldn't be stopping for a few hours.

CC snorted. "Please, Niles, your memory can't be _that_ bad. You've met my family."

"What about—"

"My brother is staying in Chicago, my father's in Japan on business, and DD and BB jetted off to France," CC filled in.

"Without you?"

"Please, I'm thrilled," CC replied, waving off his forthcoming sympathy.

Niles knew her well enough to detect a flicker of jealousy underneath her apathy but he didn't press it.

"What about you? You could certainly afford a trip back to the mother country," CC said, plucking at the hem of her dress.

"I'll probably take a trip home next month, when things have slowed down," Niles replied. A distant beep told Niles that the coffee was done, so he stood and went into the kitchen. He returned moments later, handing CC a steaming mug.

She peered into the mug. "Any dishwater? Gravy? Drano?"

"I wouldn't waste the product. I know you can handle it," Niles returned.

She held her mug up in a mock toast and took a sip, closing her eyes. "Hmm, cinnamon and sugar. You remembered."

Niles nodded silently and watched the news without paying any attention.

"Do you like working in a restaurant?" she asked suddenly. He would have been surprised had he not had experience with her sporadic, random attempts at conversation.

"You know, at first, I hated it," Niles said.

"Because you actually had to work?" she asked teasingly.

"I'm embarrassed to say honestly, yes. I've never had to truly work before. Even at Oxford, it was sometimes challenging but never as hard for me as it was for Max," Niles told her. "Then I was a butler and I became a sloth. Every time you hinted at how lazy I was, back in the 'old days,' I got so angry because I knew it was true."

CC shifted uncomfortably in her chair. This wasn't how it was supposed to be. _She_ was the one with low self-esteem, not Niles.

"But now I have a real job and it's difficult. It's a lot of work," Niles told her. "But it's good for me. I don't feel useless anymore."

"You were never useless," CC said in a strange voice. She couldn't ever remember telling Niles exactly how much he'd meant to her, how much she'd relied on him, and she'd never regretted it more.

"Hey," Niles said, nudging her arm with the remote in his left hand, "_you_ never made me feel useless. I made myself feel useless. It was different when the children were younger, of course, but they were getting older and the family no longer needed me as anything more than a butler."

"That makes sense. Just don't…don't be so mean to yourself or something," CC said. She took another sip of her coffee and looked at him with a shrug. "I'm not one for encouraging talks."

Niles laughed. "I never thought I'd hear _you_ telling me to not be mean to myself. Regardless, I'm glad I convinced myself to go to culinary school. It led to everything. I've learned a lot."

"Old dogs can learn new tricks? Who would've thought?"

"Not me. Took me too many years to learn that there are some things in life that are worth a little work," Niles said. He chanced a look in her direction, admiring her smooth profile before returning his eyes to the television.

"Seems like it takes a lot of people a long time to learn that," CC said. "Other people put too much work into the wrong things."

The words they weren't saying drifted through the room, landing on their shoulders like snowflakes and diverting each person's attention to their own clogged brains.

"I tried to call you that night," Niles said quietly, dusting some of the invisible debris off of his shoulders.

"What?"

"The night before we broke up. I came to your building and tried to call you. I'd wanted to see you."

"The only calls I got were from Maxwell's cell phone…" CC paused. "He'd let you borrow his phone."

Niles nodded. "I didn't know your home number."

"I was trying to call the house that night," CC recalled. "No one answered."

"No. The family went out of town and I'd come over to see you."

"Why didn't you ever tell me?" she wanted to know, looking at him with a pleading look in her eyes.

"I saw you the next night and we just started fighting. I'd regretted that for a while but I'm not naïve enough to assume that one missed call ended our relationship," Niles admitted.

"No. It was me."

"Pardon?"

"It was my fault things didn't…work out," CC said, swirling the coffee in her mug.

"Oh, CC."

"What?" she asked defensively.

"It was both of us!" Niles replied. "Have you really spent the last year and a half blaming yourself? That's ridiculous."

"No. In my more lucid moments, I knew enough to entirely blame you."

Niles laughed. "Oh, love, it was a mutual thing. We weren't putting in much effort. The other parts of our lives needed more attention, and it was our own fault that we didn't notice how much it was affecting our relationship."

"Wow. You sound like one of those talk-show psychologists," CC said.

"It's surprising how much Sally Jesse you can watch when you're in culinary school in the mornings with nothing to do in the afternoons," Niles replied.

CC chuckled and finished her coffee. "So…never mind."

"Say it."

"Changed my mind."

"Woman, you're stuck here for at least 4 hours," Niles said. "And it's Christmas, so don't piss me off and just say what you were going to say."

"Spicy talk from the Brillo pad on the couch!" CC remarked. She set her empty mug on the side table between her chair and the couch. "So you don't think there's something inherently wrong with…with you or me? Or…us?"

"No," Niles said. "Well, psychologically speaking, baby, we're fairly touched. But us? No."

"How can you say that, though? Isn't it…isn't it supposed to be happily ever after? Once you're together, if it's right, it'll last forever?" CC asked, abashed at the childishness of her question.

"You've seen too much musical theater," Niles said. "And I don't think you and I are the 'it all comes up roses' type. We're too much fun for that."

"All right, but…"

"Babcock, relationships shouldn't be the healing factor for an incomplete life," Niles told her. "I wasn't happy with myself when we were together, so it wouldn't have worked out anyhow. Lasting relationships are never based on how another completes your life."

CC sat on the chair quietly, thinking about what Niles said. He certainly made a few good points, but she couldn't refrain from wondering what Niles meant to her and her life. She hadn't been completely happy without him. Her life was just boring. Yes, she was happy with her career and the strides she and Maxwell had taken, and yes, in the past year she'd found that she was able to be alone in her penthouse and not feel that restlessness she'd become so accustomed to throughout her life…but did that mean she didn't love Niles?

Niles suddenly stood and walked over, sitting on the coffee table in front of her chair. "Babcock, look at me."

CC began gnawing at her cheek, wishing she knew where her purse was so she could find some gum. "Where's my purse?"

"What is _with_ you and gum?"

"Well, I needed a vice and everyone gets so _mad_ when I smoke, so I couldn't do that, and in an effort to _not_ become my mother, I try not to drink so much," CC rambled.

Niles shook his head. "You can get your spearmint fix later. Now look at me."

Bravely, she took her eyes off of her knee and looked up at him. His eyes were shimmering in a way she hadn't seen in so long…

"You know that when I said that, I was talking about life, right? Not your heart?" he asked. The softness in his voice made her want to sink into the chair and listen to him speak for the rest of her life, watching the snow fall gently onto the window panes, the rest of the world shut in and away from them…

"What do you mean?" she asked, her eyes trailing to his hair. It always got darker in the wintertime, magnifying the light blue in his eyes.

"My life was incomplete when we were together. I wasn't happy. No healthy relationships are based upon one needing the other to have a complete life," he told her. "But my heart…the second my heart found yours, it was complete."

CC bit her lip and blinked rapidly, knowing that the swell of emotion in her throat indicated oncoming tears.

"Now, my life is complete. I'm on my own and I have my own career. I feel established. But I can't ignore the one part that is so woefully incomplete…"

"What's that?" she asked, reaching up and brushing her eyes automatically, even though no tears had fallen.

He smiled at her, the brilliant, dazzling smile that she'd seen earlier in the photograph. "The CC-shaped hole in my heart."

CC gave a watery laugh, replying, "Must be a pretty big hole, then."

"Hey, that's my line," he told her with a gentle grin.

She knew he was waiting for her to say something, to give some sort of indication that he wasn't talking to an empty space. She unfurled her legs and scooted forward, resting her feet on top of Niles' own. "Niles, I…I'm not good at this sort of…thing."

"I know," Niles said gently. His easy patience, combined with how accommodating he'd been the whole day, tugged even more at her emotions.

"I…I missed you, too."

"Too?" he echoed.

"The night at the bar. Back in October. You told me you'd missed me," CC said. "I missed you, too."

Niles knew how much it cost her to make that confession and in any case, Niles hadn't even needed it. He'd known the moment CC hadn't raised almighty Hell when she knew she was going to be stuck with him all day, on Christmas no less. He knew CC Babcock well enough to know that her actions, more than her sharp words, revealed her feelings.

"I think I might kiss you now," Niles said impishly.

"It's been long enough."

"How long?" he asked rhetorically as he leaned toward her.

"1 year, 5 months, and 17 days," CC breathed.

Niles paused and looked at her, amazed. The woman who couldn't remember anyone's name knew exactly how long it had been since he'd kissed her?

CC smiled radiantly. "You weren't the only one keeping track."

Niles reached for her and pulled her head against his, introducing his lips to hers again. His fingers moved to twine in her hair, settling his mouth so that it nestled around her full bottom lip. He intended to take his time, to familiarize himself with territory he'd known so well before. It was a study in self-control, for his own desire was tempting him onward and he knew CC longed for more as well.

He pulled himself away from her but stayed close enough to feel her panting breath on his face. The sight of her slightly swollen lips parted made him want to rest on those rosy pillows and never awake…but there was more she needed to know.

"CC, I love you," he told her.

CC reached up with a sweet smile and gently touched his lips. "I know, Niles."

"Do you? You doubted me before," Niles said, a troubled look washing over his face. "That bothered me more than anything, that you could have doubted how I feel for you…"

She shook her head, pressing her fingers to his lips to stop him saying more. "I always knew. I never doubted you, Niles. I just doubted myself."

"You doubted how you felt for me?"

She shook her head again and withdrew her hand to settle it in her lap, unsure how to put her thoughts into words. "No. I doubted…I doubted how long I'd let myself feel that way for you. I…I just…how many times did I tell you I loved you?"

Niles chuckled. "That, I didn't keep track of."

"Not enough," she said firmly. "I'm so much like everyone in my family…especially my mother…I should have told you. All the time, I should have. You told me more than I told you…"

"It's not a competition."

"I _know_ but the thought behind that…I did, I _do_, and I should have told you," she said miserably.

"Stop being so mean to yourself. That's my job," Niles said.

"We didn't have a lot of time together," she said suddenly. "That's what killed me, you know. All that time alone. Now you own a restaurant in the city that only sleeps during a blizzard and you…I don't know."

Niles grinned. Her insecurities were even more adorable now that she was actually vocalizing them instead of hiding behind them. "CC. I won't lie that I'm not busy with the restaurant, but I can set my own hours. I trust Nathan to take care of things. And I think we're in a far better place now."

Still, CC reclined and wrung her hands nervously, chewing on her cheek again.

"You know, Babcock, we both seem pretty certain that we're going to make a go of this again," Niles said casually, grabbing his mug and glancing down at the dregs of lukewarm coffee.

"Oh," was all she offered.

"But if you're only in this for my body, I won't be had like that," Niles said, grabbing their mugs and venturing into the kitchen to set them in the sink. When he didn't receive a response, he headed back into the living room and settled on the couch again, this time sitting so that his knee lightly tapped hers.

"Babcock?" Niles asked. His easygoing manner gave no hint to the nervousness rumbling through him. It wasn't suddenly that Niles knew he wanted to be with her again but rather a slow progression, like a long, winding interlude before the orchestra began in earnest. Though he knew how CC felt about him, it very suddenly occurred to him that _she_ might not have reached that same conclusion.

"Yes?" she asked weakly.

"I didn't mean to imply…what I mean is, I wasn't trying to…" Niles sighed. Beating around the bush with a woman like CC only spelled trouble; that was one lesson Niles had learned. "If you don't want to be with me again, I'll accept that."

"You'll _accept_ that? When did you become so soft?" CC asked, igniting. "You know, sometimes a girl wants a man to fight for her."

"Girl? You missed that cutoff by a few centuries, love," Niles tossed back.

CC glared at him. "Regardless. I don't want to lose you again."

Niles took the sharp turn from teasing insults to heartfelt confession in stride. "No one said you would…in fact, you could make the argument that you never actually lost me."

"How?"

"My heart was always with you."

"Thanks, Shakespeare," CC retorted. "Yeah, I could really feel your heart on those cold, lonely nights where I stayed awake until 4 am, scared out of my mind that I'd die alone."

Niles smirked and shook his head. "No one ruins a moment like you do."

"I mean it, Niles. I wasn't…it wasn't a good time for me when things fizzled out," CC admitted.

"I'll say. I never thought a Babcock could actually cut back on the drinking."

"Right? That's when I knew you were important to me," CC replied with a wink.

Niles reached out and grabbed her hand, pulling her up and out of her seat. He grabbed her hips, swiveled her around, and brought her to sit next to him on the couch. "There's no guarantee. I'd promise you that it would work out if I could, but I can't."

"You're doing wonders for my confidence."

"But we can control it," Niles told her firmly, sliding his arm across her shoulders and pulling her close. She folded herself next to him, resting her head on his shoulder. "Last time, we acted as though we couldn't. But we can. If we make the effort, if we always try—"

"—if you acquiesce to my every whim—" CC supplied.

"Then it will work," Niles replied with a smile.

CC nodded against his shoulder, enjoying his soft sweater against her cheek.

"I know you don't believe me."

"I didn't say that," CC said indignantly.

"You don't need to. I know you don't fully believe me," he told her. "But I think you want to this time, and I think that makes a big difference."

"Well, what about you? This is a far cry from the final monologue in your play with the unhappy ending," CC said. Their time apart had given her a great deal of time to think, not that she always had, of course. But in admitting that she relied on Niles, CC knew she relied on his presence as much as she relied on his firm belief in the things that troubled her—love, relationships, even herself. Niles' strong conviction helped stabilize her faltering confidence, though she knew that her increased self-assurance was something she'd achieved on her own.

"CC, I wrote that play in the few months after we'd separated," Niles replied. "Back then, I thought a lot of things that weren't true."

"Like how I have a gallon of water and you're parched but I won't spare any for you?" CC asked, lifting her head and looking at him with a twinkle in her eye.

"That, I still think you're capable of," Niles said, nudging her playfully.

"So you think it could work?" she asked, her eyes trailing off his face and settling on the ignored television.

"I do. Do you?" he returned.

CC tapped her fingers on her knee, pretending to think for several moments. "You know, I think I do."

Bef0re Niles could respond, CC turned to him and kissed him, overwhelmed in her sudden urge to be as close to him as possible. As he slid his hands over her waist and settled them on her back, supporting her against him, her mind registered exactly how long it had been—not in months or weeks but in seconds and milliseconds. She understood now what he meant, how much her heart needed him, how better they were together than apart, and in that moment, during that increasingly passionate kiss, CC knew why it would work this time and why it hadn't before.

CC turned to fully face him and scooted to settle on her knees, pressing her hands to his face and holding him close to her even as she momentarily pulled away. "I love you," she said softly against his lips, loving how the words felt in her mouth but loving even more how his smile felt against her lips.

"So much," he murmured in return, closing the distance between them again.

She felt his hands travel from the small of her back, up to her shoulder blades, and back, sinking lower each time, coursing their familiar path, knowing with a thrill what was to come. As she thought of being in his bed again, her heart started racing while her brain sent a warning flag.

"What's wrong?" he asked when she pulled away.

"Did she…how often…was she—" CC stammered.

"Not as often as I'm sure you're thinking," Niles said, his arousal dimming at the near-mention of his ex-girlfriend.

CC's face darkened and her eyes flared with jealousy.

"Not once."

Her face perked up but she still eyed him suspiciously. "What do you mean?"

"She never spent the night here, CC," Niles told her, somewhat abashed.

"Why not?"

"What, did you want her to?"

"No, but you're a handsome man. She just became legal to drink in the United States. What was the problem?"

Niles laughed and lightly swatted her backside. "CC, she isn't _that_ young. She's only a few years younger than you. And it never felt right with her."

"Well, you can't blame her. Losing your virginity is a big deal for a young woman—"

Niles laughed again and pushed her back to lay prone on the couch, rearing above her. "I didn't say _she_ didn't want to. It never felt right, and I'd rather like to stop discussing this."

"Why should we stop discussing it?" CC asked petulantly, her eyes drifting shut as Niles began exploring her neck with soft kisses.

"I have other things on my mind," Niles said, using his tongue to trace patterns down her neck.

"I guess it's a good thing she never spent the night here," CC said, trying to speak normally. "Otherwise she might have seen the picture of me in your drawer…"

"I don't know _what_ you're talking about," Niles said, gently nibbling her collarbone and finally eliciting his favorite noises from her throat. "Now, if you don't want to go upstairs, I can think of activities to do down here…"

CC knew he had the upper hand in this situation, and this wasn't necessarily how she liked it. Finally pleased with the answers to the million questions that had plagued her for more than a year, CC reached up and gently trailed her fingertips along his leg until her hand reached its destination. With a grin, she heard Niles' breath catch in his throat.

"I'd like to go upstairs," CC said huskily in his ear. "I miss your bed. And there are a few things I'd like to take care of…"

Immediately, Niles stood off the couch and held out a hand to help her up. She laughed gleefully at his enthusiasm, and he matched her dazzling smile as he pulled her against him. He wrapped his arms fully around her, giving her the sort of embrace they'd both dreamed of for too long.

Despite their frenzied arousal, the world slowed down as he held her and she returned the embrace just as tightly, making the sort of unspoken promises that only that type of hold could. There was just as much emotion in that simple hug as in the most ardent of kisses, and Niles kept his eyes shut tightly.

"I missed you, baby," he whispered in her ear, smiling when he felt her squeeze him in response.

Moments later, they separated, keeping their hands clasped.

"Come on," she said, stepping around him and tugging him toward the stairs. "Let's go work on our own happy ending."

* * *

[A/N: One more thing to come, folks. We're not done until it says 'complete.']


	17. Epilogue

[A/N: I don't blame anyone if you've forgotten this story. I have no idea what happened; all I remember is getting halfway through this epilogue and hitting a roadblock. Then I started watching "Scrubs" again and I realized how much I love Jordan and Perry and how much their relationship sort of reminds me of Niles and CC's. But I'm back, I've finished this, and I have an idea for a new N/CC story, thanks to EspoirDio. So please enjoy, review, and try to forgive me for making you wait.]

**Epilogue**

"No, absolutely not," she barked into the phone she had wedged against her shoulder. "We won't have _time_ to rebuild a set piece by the matinee on Sunday." She paused and pulled her leg up so that her foot lay flat on the seat. Pivoting in the seat, CC grabbed the mouse and began clicking furiously. "You appear to be incapable of listening to me. Tomorrow is New Year's Day and I have _graciously_ given everyone the day off…"

As she listened to whatever the person on the other end of the line was saying, she felt her anger mount. "No. I'm not coming in tomorrow. Because it's a holiday, damnit!" She paused. "Yes, I know I worked on Thanksgiving Day. That's beside the point."

CC straightened her back and took her hand off the mouse to tuck errant strands of hair behind her ear. "This isn't a discussion. I sign your paychecks and your theater is currently showing the #1 play on Broadway. Find a way to repair it before Sunday at 2 pm." Without waiting for an answer, CC hung up and immediately reverted her attention to the computer screen.

With a gleeful smile, CC browsed through the presentation she'd created for the backer's meeting Monday of next week. She couldn't stop looking at her initial profit projections and what the play actually had brought in; she'd never underestimated a play so much before and she'd never been happier about it.

Even minus the multiple set disasters—that was the _last_ time CC hired that subcontractor to build the sets—the play had shot their profits through the roof and set them up for a very successful fiscal year, after only one week. As with any hit, Sheffield-Babcock Productions gained even more notoriety, including press and interest from high-caliber actors and writers.

As she polished off the presentation, stopping every once in a while to admire the charts she'd made, the door opened and Niles stepped over the threshold. He immediately stepped out of his shoes and hung up his coat, dusting flakes of snow off of it.

"CC, does Chester _have_ to sleep on the couch?" Niles asked.

"Yes," CC replied without taking her eyes off of the computer screen.

"I understand you let him frolic on _your_ couch but that's only because it's already covered in your doggie hair," Niles said, stepping over to her and running his hands through her hair.

CC closed her eyes and leaned against the back of the leather chair. "Niles, he's a 6-pound dog. Leave him alone."

"Why can't he stay at your house?" Niles asked in a murmur, kissing the space behind her ear.

"Because he's a very needy dog and if I leave him alone, he poops everywhere," CC said. Before Niles could comment on how much Chester and CC allegedly had in common, she continued, "And he's my _baby_!"

Niles brought CC's head back and kissed her fully. "Afternoon, love."

"Hello, lover," CC returned.

"Nice to see you're getting good use out of my computer," Niles said, motioning to the files spread out on his desk.

"Someone had to. Computers aren't only meant to read the online issue of _Better Butler_ magazine," CC replied.

"They have online issues?" Niles exclaimed. CC raised her eyebrows and Niles held up a hand. "What I clearly meant to say was, I haven't read that in ages."

CC laughed and grabbed the files, forming them into a neat pile. "Just finishing up some last-minute details. You got off work early."

"The crowd was dwindling," Niles said. "The crazies going to Times Square are already there and those wanting to avoid the insanity went home. We can afford to lose a few hours' profit considering the week we had."

"Who knew that _The Daily_ would realize you owned a hit restaurant _and_ wrote a hit play?" CC asked rhetorically.

"Glad they did," Niles remarked. "Snack?"

"Yes please," CC replied. After saving her changes, she closed out of the computer and lounged on the couch next to Chester.

Niles returned with a bowl of pretzels and a plate of cheese and crackers. He slid onto the couch behind CC and she leaned back against him.

"You realize this is the same food Fran will be serving at the New Year's Eve party tonight?" CC asked, grabbing a pretzel.

"Yes," Niles said. "But I figured we'd be too busy running off to the coat closet to have any."

CC grinned and brought his arm around her, turning her head to kiss it. "What time are we leaving?"

"Two hours?" Niles guessed. "Do you need anything from your place?"

"No, I brought my outfit last night."

"I hope it's the blue dress," Niles said, nuzzling her neck.

"What blue dress?" CC asked.

"From Halloween. You _need_ to wear that dress. You looked ravishing…"

"I didn't realize you liked it so much," CC said innocently.

Niles pulled her shoulders back and around to partially face him. "Woman, I couldn't keep my eyes off you the entire night. You knew…walking about and making sharp turns so the dress would fan out…" Niles' voice wandered and CC noticed his eyes traveling along her body.

"Well, I'm sorry to report that I did not, in fact, pack the blue dress," CC told him.

Niles pouted and slumped his shoulders.

CC laughed and gave him a gentle punch. "Niles, we're going to a party at Maxwell and Nanny Fine's. It isn't a formal occasion."

"Wouldn't kill you to dress up once in a while," Niles muttered, glancing over at the television.

CC looked down at her gray Bryn Mawr sweatpants and plain black t-shirt. "If you have a problem with it, buck-o, you can just leave. I'm done with the primping."

"You're quitting your business in show? Does the AKC know this?" Niles asked, shocked.

CC sat up abruptly, startling Chester. The tiny dog hopped from the couch to the overstuffed chair and curled up once again while CC kneeled before him, arms crossed. "If you keep this up, I won't kiss you at midnight."

Niles glared at her, tempted to call her bluff. "That doesn't bother me."

CC cocked up an eyebrow, secretly so glad that she and Niles were able to fully tease each other without being too afraid of losing each other. "Good. Then it doesn't bother me."

Niles readied himself to use the ultimate trump card, one he knew he'd only be able to use once since he actually did value his life. "Fine. Then I won't take you to the party. Maybe I'll invite J—"

CC put her hand over his mouth so quickly that Niles almost jumped in fright. It was slightly comical, then, when Niles actually _did_ jump in fright after seeing the look on CC's face.

"If you finish that sentence," she began in the low, terrifying voice she reserved for choreographers and Salvation Army Santas, "I guarantee it will be the last thing you ever say."

Niles looked at her innocently and she slowly lowered her hand. "I was just going to say Jocelyn, Maxwell's sister. She's in town for the holidays and I think she's a bit lonely without her husband. Oh, did you think I was going to say J—"

"Niles!" CC exclaimed so loudly that Chester jumped.

* * *

"Niles, I really appreciate this," Fran said, leaning against the counter with a pint in one hand and a spoon in the other. "Charles left early and we forgot to have him cook another appetizer."

"It isn't a problem, Fran," Niles said, standing over a sizzling skillet.

Fran smiled sweetly at him. "I am sorry I had to drag you away from CC."

"She's busy with Elizabeth. She'll be ok," Niles replied. Fran noticed the small smile at the mention of his girlfriend and her heart fluttered.

"I'm so happy for ya," Fran told him. "Mostly because I can finally prove to Max that my meddling _is_ worthwhile, even though he won't believe it after all these years. I mean, how many couples have I fixed up by now? I have at least a 96% success rate, which is more than I can say for that _fercockteh_ psychic I went to. Meanwhile, that is the last time I ask for advice from a two-for-one manicurist."

Niles glanced up from his sauté. "I missed you too, Fran."

Fran beamed at him and began to eat her ice cream. She looked up and gave CC a chocolate-y grin as the blonde entered the kitchen.

"Well, well. You can take the butler out of the kitchen…" CC remarked.

"But you can't take the butler out of the socialite," Niles volleyed back.

CC laughed and sauntered over to Niles, pressing a kiss to his cheek. "Too right. How's the ice cream, Nanny Fine?"

"Deee-licious," Fran replied. "Miss Babcock, I thought you were gonna wear the shirt I got you for Christmas!"

"I am," CC responded, grabbing a grape from the fruit bowl and popping it in her mouth.

Fran tapped her spoon against the side of the carton and glanced at CC's red cardigan. "No, you aren't."

CC turned to fully face the nanny-turned-producer's-wife-turned-friend and pulled one flap of the cardigan aside. "Yes, I am."

Fran clapped in glee and preened. "It looks great on you! See, sometimes I can buy classy, understated clothing that someone as boring—I mean, _sophisticated_ as you would enjoy wearing."

"Understated? Nanny Fine, it's covered in sequins!"

"But it's _black_. Duh!"

"I still look like a _black_ crystal ball under this cardigan," CC tossed back. She turned to Niles. "I told you I shouldn't have worn this."

"If you'll recall, so did I," Niles replied. CC pretended not to hear.

"But no, we decided I should be a nice person and show gratitude by wearing the shirt she got me for Christmas," CC continued.

"Meanwhile, ya look fabulous and I got it for 80% off," Fran butted in. "Ice cream?"

CC waved off the offer and smiled as Elizabeth and Nathan entered the kitchen hand-in-hand.

"Anyhoo, Niles, don't you get sick of cooking on your days off? My Jewish guilt is telling me I should feel bad for asking you to do this," Fran admitted.

Niles looked up and cocked his eyebrow. "Please, I'm dating a woman whose idea of home cooking is to hire a private chef. I cook all the time in my free time." Nathan and Elizabeth chuckled.

"I resent that. Who made dinner last night?" CC asked with raised eyebrows.

Niles sighed. "You did."

"Exactly," CC said with a sanctimonious nod.

"You made dinner, Miss Babcock?" Fran asked incredulously.

"Yes. I prepared gourmet popped corn with a dusting of Parmesan," CC told the group in the kitchen proudly. Blank stares blinked back at her.

"You made microwave popcorn?" Nathan asked.

"With a gourmet dusting of Parmesan," CC added.

"Eh, Miss Babcock, adding 'gourmet' before everything doesn't make it real home cooking," Fran told her.

"In any case," Elizabeth interrupted, "did it really fill you up? I'd be hungry at least an hour later."

CC shuffled her feet and shrugged. "Well…yes, actually. By 9 o'clock, we were pretty hungry, so Niles made roasted chicken with asparagus salad."

"Now _that_ sounds gourmet," Fran remarked. Niles chuckled and CC narrowed her eyes, smiling slightly when Niles kissed her temple before returning to his cooking.

"I didn't know this was where the party was at," Elizabeth said in an effort to change the subject.

Fran chewed on a particularly large chunk from her ice cream and glanced over at Elizabeth and Nathan fully for the first time; she waggled her spoon at Elizabeth. "Now that," she began, a large chunk of chocolate stuck to her front tooth, "is an adorable dress."

Elizabeth grinned and turned on the spot, her purple dress lightly shimmering. "Thank you. And thank you so much for inviting us to your party."

"Who knew my friends would take off for Atlantic City and leave me stuck here?" Nathan said, shaking his head in disbelief. He paused as he noticed Niles, CC, Fran, and Elizabeth staring at him. "That is not what I…I mean, I'm very happy to be…did I mention how beautiful your home is, Mrs. Sheffield?"

Fran scrunched her shoulders and her face split into a smile, as it always did when someone called her "Mrs. Sheffield."

"It's ok, Noah," CC said consolingly. "I used to feel the same way about these people. But it turns out it isn't so bad to be stuck with them." CC smiled at Niles and nodded her head, as though to say '_See? I've grown!_'

Elizabeth slung her arm around Nathan as they exited the kitchen, and he could clearly be heard to say, "You _know_ that isn't what I meant, right? Right?"

* * *

The entire party gathered in the living room, clinking glasses and keeping one eye tuned to the television to not miss the ball falling. Max stood near the fireplace behind Fran, who perched on the edge of the overstuffed chair. In the chair sat Maggie and Grace, with Brighton sitting on the floor near the coffee table. Sylvia, Morty, and Yetta gathered predictably near the food table in the parlor, and Val and Jocelyn sat on the piano bench. Nathan sat on the couch with Elizabeth on his lap while Niles and CC lounged next to him, their fingers twined together.

Maxwell cleared his throat and walked over to the steps leading into the parlor; he clanged his wedding ring against his crystal flute and watched as the conversation dwindled and everyone's eyes swung up to him.

"Evening, everybody," Max said with a charming, bashful smile. "I'm…ah…I'm not usually too talented with words or with speeches, no less."

"Hopefully you'll get better by the Tony's," Brighton quipped; his comment was greeted with laughs and applause.

"Yes, yes, thank you," Maxwell replied. "I try to shy away from these types of things because they can be horribly trite. But I'd like to take a moment to say a few words that, were I not sipping scotch, I otherwise might not say."

"Spit it out already," CC muttered into Niles' shoulder. He chuckled and playfully pinched her arm.

"All right, before I bore you, I'll get right to it. A lot happened this past year—some unexpected," he motioned to Nathan and Elizabeth, "some eagerly anticipated," he glanced at Niles and CC, "but all warmly welcomed. In an effort to finish this before the New Year is here—"

"And before the New Year is over," CC remarked, to quiet laughter.

Maxwell grinned at her. "I would just like to say that I am very, very happy to have you all in my home for this holiday. Let us all raise a toast." Max waited while everyone lifted their glasses.

"To family," he said, gesturing with his glass toward Fran, his children, his sister, and his in-laws.

"To success," he continued, smiling at Niles, Nathan, and Elizabeth.

"And to friendship," he finished, looking warmly at CC.

"That was BEAUTIFUL!" Sylvia cried out, darting forward and squeezing Maxwell in her arms.

"What did he mean, 'eagerly anticipated'?" Niles asked, glancing at CC. The lights in the room twinkled off of her shirt and lit up her fair skin, giving her an iridescent glow.

She shrugged. "I have no idea."

"Oh, come _on_," Elizabeth interjected. "You're kidding, right?"

"Thank you for eavesdropping," CC said. Elizabeth waved her off.

"I get CC not understanding because let's face it, the woman doesn't catch on to a lot," Elizabeth remarked. "But you, Niles? That's just disappointing."

"Agreed," Nathan piped in. "Your perception is severely lacking, my man."

"Are you implying that CC and I getting back together was not surprising?" Niles asked.

Elizabeth and Nathan stared blankly at him.

"You're _kidding_, right?" Nathan echoed. "We had bets going! Which, by the way, Max!" The British producer untangled himself from Sylvia and looked at Nathan. "You owe me $35."

Max walked toward them, pulling his wallet from his back pocket. "Now are you sure? I thought it was $25."

"No, I got a $10 bonus for predicting it within a 12-hour timeframe," Nathan explained.

Niles and CC watched with dropped jaws as people suddenly crossed the room and pulled out cash, grudgingly handing over and boastfully accepting the money.

"_Jocelyn_?" Niles said, shocked.

The slim Brit turned around regally, her glass of wine clutched in one hand and a crisp $50 rumpled in the other. "Yes, dear?"

"How did you…you didn't even…you live in England!" Niles sputtered.

"And? Fran calls me often," Jocelyn replied loftily. "I'm never one to pass on a sure thing."

"Guys, there's only a minute left!" Grace called out. Immediately the group clustered in the living room and stared at the television. CC stepped closer to Niles, her hand pressed affectionately to his torso, and she smiled beatifically as he wrapped his arm fully around her.

"Did you know?" CC asked him quietly; despite the eager chattering as the ball slowly descended, Niles heard her perfectly. He didn't need to ask what she meant.

Niles tightened his arm as he replied, "I hoped."

Both sets of blue eyes turned to the television just as the ball touched down and the crowd in the Sheffield mansion erupted into cheers and joyous embraces.

"Happy New Year, Niles," CC said.

"Happy New Year, love," Niles returned, pressing a sweet kiss to her lips before Nathan jumped onto his back and Elizabeth cheered frantically and wrapped CC into a hug.

_fin_


End file.
